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info@addvation.com

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 any purchaser.

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.

Addvation reserves the right to update these GTCS from time to time. The version applicable to a sale shall be the version in force at the time of the relevant order confirmation.

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.

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 at any time if creditworthiness or commercial circumstances reasonably justify it. Revised terms may include:

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

Late payment may result in interest of 1.5% per commenced month from the due date until payment is received in full.

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

Ownership of the goods remains with Addvation until full payment has been received.

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:

  • damage
  • defects
  • missing goods
  • non-conformity visible upon inspection

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

Failure to notify Addvation within this period constitutes acceptance of the goods.

6. Product Application and Technical Responsibility

Addvation products are supplied for industrial and marine applications.

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

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.

The purchaser remains solely responsible for the correct use, integration, and application of the products in vessel systems, industrial equipment, or other installations.

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 resulting from, including but not limited to:

  • 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

If a product is proven defective and Addvation accepts the claim, Addvation may, at its sole discretion:

  • replace the product
  • repair the product, where relevant
  • issue a credit note
  • refund the purchase price paid for the affected goods

These remedies constitute the purchaser's sole and exclusive remedies.

Except as expressly stated in this Section 7, 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

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 law, Addvation shall not be liable for any indirect, incidental, special, punitive, or consequential losses or damages, including but not limited to:

  • loss of profit
  • operational downtime
  • vessel immobilisation
  • charter loss
  • loss of production
  • loss of contracts
  • loss of reputation
  • loss of data

Addvation's total aggregate liability arising out of or in connection with any sale, delivery, or use of goods shall in all circumstances be limited to the invoiced value of the specific goods giving rise to the claim.

10. Environmental and Regulatory Compliance

The purchaser is solely responsible for ensuring that the use 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

Addvation shall not be liable for restrictions, refusals, or compliance consequences imposed by authorities, classification societies, shipowners, technical managers, or other third parties.

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.

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 jurisdiction of the competent courts of Denmark.