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General Terms

GENERAL TERMS AND CONDITIONS OF SALE

Addvation ApS
CVR No.: 46098587
Ellesøpark 25
2950 Vedbæk
Denmark
Website: www.addvation.com
Email: info@addvation.com

1. Applicability

These General Terms and Conditions of Sale ("GTCS") apply to all sales of goods and related services supplied by AddVation ApS ("AddVation") to purchasers acting in the course of business. They apply when provided before contract formation and accepted as part of the agreement.

These GTCS apply notwithstanding any conflicting, deviating, or additional terms stated in purchase orders, confirmations, or other communications from the purchaser, unless expressly accepted by AddVation in writing.

The Technical Product Disclaimer supplements these GTCS when provided and incorporated into the agreement. Section 9 of these GTCS governs exclusions and limitations of liability under both documents. Individually agreed written terms take priority.

AddVation reserves the right to update these GTCS from time to time. The applicable version is the version provided to and accepted by the purchaser for the relevant contract. Website updates do not by themselves amend existing contracts.

2. Quotations, Orders and Order Confirmations

All quotations issued by AddVation remain valid for 15 calendar days unless otherwise stated.

Purchase orders submitted by the purchaser must specify, at minimum:

  • product type
  • quantity
  • delivery location
  • requested delivery date

Orders shall not be binding on AddVation unless and until confirmed in writing by AddVation.

AddVation reserves the right to reject or amend any purchase order before issuing an order confirmation. Proposed amendments require the purchaser's agreement.

3. Prices and Payment Terms

Prices are those stated in AddVation's written order confirmation.

All prices are exclusive of:

  • VAT
  • taxes
  • customs duties
  • freight, insurance, and handling costs, unless otherwise agreed
  • other governmental charges

Unless otherwise agreed in writing, payment terms are net 30 days from invoice date.

AddVation reserves the right to request financial documentation from the purchaser and to revise payment terms if creditworthiness or commercial circumstances reasonably justify it. Revised terms may include:

  • prepayment
  • cash on delivery
  • bank guarantee
  • letter of credit
  • other suitable security

For an existing order, agreed payment terms remain applicable unless a change is agreed in writing. Where there are reasonable grounds to doubt payment, AddVation may request suitable security and suspend outstanding deliveries on written notice pending its provision.

Late payment may result in interest of 1.5% per commenced month from the due date until payment is received in full, to the extent permitted by law.

If an invoice remains unpaid more than 15 calendar days after the due date, AddVation may suspend further deliveries and/or terminate the unperformed part of ongoing orders upon written notice.

Ownership of the goods remains with AddVation until full payment has been received, to the extent such retention is legally effective.

4. Delivery Terms

Delivery shall be made in accordance with the agreed Incoterms® 2020 rule, unless otherwise agreed in writing.

Delivery dates stated by AddVation are estimated and non-binding unless expressly agreed otherwise in writing.

AddVation shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to:

  • supply chain disruptions
  • transport delays
  • delays caused by third-party suppliers
  • force majeure events

Risk of loss transfers to the purchaser in accordance with the agreed Incoterms delivery rule.

AddVation may make partial deliveries unless otherwise agreed in writing.

5. Inspection and Claims

The purchaser shall inspect the goods immediately upon delivery.

Any claim relating to matters reasonably discoverable upon inspection, including:

· visible damage or defects

· missing goods

· incorrect goods or other visible non-conformity

must be submitted to AddVation in writing no later than 7 calendar days after delivery.

Failure to notify AddVation within this period constitutes acceptance in respect of matters reasonably discoverable upon inspection. Hidden defects must be reported promptly after discovery or when they reasonably should have been discovered. Mandatory rights and applicable limitation periods remain unaffected.

6. Product Application and Technical Responsibility

AddVation products are supplied for industrial and marine applications.

The purchaser is solely responsible for evaluating whether the products are suitable for the intended application, equipment, system design, lubricant environment, operating conditions, and maintenance framework.

The final decision to introduce a product into a system must be made by the purchaser's authorised and competent technical personnel. They must complete the relevant compatibility assessment and obtain any required approvals before use.

Any technical advice, recommendations, or application guidance provided by AddVation is given in good faith on the basis of available information, but without guarantee of specific operational results. Such guidance does not replace the purchaser's own technical assessment or approval decision.

The purchaser remains responsible for correct handling, mixing, dosing, integration, application and monitoring. Applicable product instructions, the Safety Data Sheet and any agreed treatment plan must be followed. General website guidance does not override product-specific instructions or an agreed treatment plan. Conflicting instructions must be clarified before treatment.

These responsibilities and any liability for AddVation's technical advice remain subject to Section 9. They do not transfer AddVation's mandatory supplier or manufacturer obligations.

7. Warranty

Unless otherwise agreed in writing, AddVation warrants only that the supplied goods correspond in all material respects to the agreed product specification at the time of delivery.

This warranty does not cover defects, damage, or non-performance to the extent resulting from:

  • improper storage
  • incorrect handling
  • incorrect application
  • contamination
  • modification of the product
  • use outside intended operating conditions
  • incompatible systems, materials, lubricants, or operating environments
  • failure to follow AddVation guidance or normal technical practice

Where a product is proven not to conform to this warranty, AddVation may, at its sole discretion:

  • replace the product
  • repair the product, where relevant
  • issue a credit note with the purchaser's agreement
  • refund the purchase price paid for the affected goods

Subject to the mandatory exceptions in Section 9, these remedies constitute the purchaser's sole and exclusive contractual remedies for the non-conformity itself. Claims for resulting loss or damage are governed by Section 9.

Except as expressly stated in this Section 7 or otherwise required by mandatory law, AddVation makes no warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or guaranteed operational result.

8. Intellectual Property

If any goods supplied by AddVation are alleged to infringe third-party intellectual property rights, AddVation may, at its own discretion and expense:

· procure for the purchaser the right to continue using the goods

· supply a non-infringing replacement

· modify the goods so they become non-infringing

· refund the purchase price paid for the affected goods, less reasonable depreciation where relevant

Subject to Section 9, this shall constitute AddVation's sole liability and the purchaser's sole remedy in respect of intellectual property infringement claims.

9. Limitation of Liability

To the fullest extent permitted by applicable law, AddVation excludes liability for direct, indirect, incidental, special, punitive and consequential loss, damage or expense arising out of or in connection with the sale, delivery, storage, handling, application or use of its products, or related technical advice or services.

This exclusion includes, without limitation:

  • equipment or machinery damage and associated maintenance costs
  • operational downtime or vessel immobilisation
  • charter loss, off-hire or demurrage
  • loss of profit, revenue or production
  • loss of contracts, reputation or data

This exclusion concerns compensation for loss or damage. It does not remove the express product remedies in Section 7 or intellectual property remedies in Section 8.

If AddVation is nevertheless held liable, its total aggregate liability shall not exceed the net invoiced value of the specific goods giving rise to the claim, excluding VAT, freight and other separately charged delivery costs.

The exclusions and the fallback limit apply to all legal bases, including contract, negligence and product liability, only to the extent legally permitted. The limit is one combined aggregate limit for the affected goods and related technical advice or services under both the GTCS and the Technical Product Disclaimer. It is not a separate limit for each incident, claim or document.

Nothing in these exclusions or limits restricts liability that cannot lawfully be excluded or limited. This includes mandatory product liability and any applicable mandatory restrictions concerning personal injury, fraud, wilful misconduct or gross negligence.

These provisions do not waive independent rights of third parties who have not agreed to them.

10. Environmental and Regulatory Compliance

The purchaser is solely responsible for ensuring that its intended use and operation of AddVation products complies with all applicable:

· local laws and regulations

· environmental legislation

· health and safety requirements

· vessel classification rules

· technical approval requirements

· port, flag state, or operator requirements

Subject to Section 9, AddVation shall not be liable for restrictions, refusals, or compliance consequences imposed by authorities, classification societies, shipowners, technical managers, or other third parties in connection with the purchaser's selection or use of the product.

This allocation concerns the purchaser's installation and use. It does not transfer AddVation's mandatory obligations as a supplier or manufacturer, or imply any approval not expressly documented.

11. Force Majeure

AddVation shall not be liable for any delay, failure, or partial failure in performance caused by events beyond its reasonable control, including but not limited to:

  • natural disasters
  • war
  • terrorism
  • strikes or labour disputes
  • pandemics
  • governmental actions
  • supply chain disruptions
  • energy shortages
  • transport interruptions

AddVation's obligations shall be suspended for the duration of the force majeure event.

If such an event continues for more than 30 calendar days, AddVation may terminate the affected order or contract by written notice without liability for compensation, subject to Section 9. Any prepayment for undelivered goods under the terminated part shall be refunded.

12. Governing Law and Jurisdiction

These GTCS and any sales made by AddVation shall be governed by Danish law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these GTCS or any sale by AddVation shall be subject to the exclusive jurisdiction of the competent courts of Denmark, subject to mandatory law.