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Terms and Conditions of Sale and Delivery for Provak ApS

1. Quotations and order confirmations

1.1 The seller's offer is only valid for 20 days, calculated from the date the offer is dated. After the expiry of
This deadline means the Seller's offer will automatically lapse. The Seller's offer may also lapse if a
delivery is sold out, or the delivery terms are changed, for example, from a subcontractor's side.

The Seller reserves the right to make changes to the delivery up to the point of delivery, but
The seller guarantees at least equivalent performance in that case.

The buyer may only rely on the terms and conditions set out herein, or in any individual agreement.
between the parties. Information provided orally, on the internet, in brochures, etc. by the Seller is
thus of no relevance to the assessment of the delivery.

1.4 An order is binding only once it has been confirmed by the Seller with an order confirmation via email, fax
or letter.

1.5 Cancellation and postponement of orders.
Cancellation and postponement of orders, by the buyer, only occurs with prior written agreement from
Seller. The seller reserves the right to charge costs for such cancellation or
postponement.

2. Prices and delivery location

2.1 Prices are listed on the Seller's current price list, quotation, or from the sent
Order confirmation.

2.2 Delivery takes place EX-Works (Incoterms 2020). If a delivery clause has been agreed upon, this shall be interpreted in
in accordance with the INCOTERMS in force at the time the agreement is concluded. No delivery clause
agreed, delivery shall be deemed to have taken place ”Ex Works”.

2.3 Delivery times are stated subject to possible delays from subcontractors. If the Seller is
aware that a subcontractor delay will occur or considers this likely, the Buyer will
be immediately notified with information on the expected new delivery time.

2.4 In the event of a significant delay by the Seller, the Buyer is entitled to terminate the purchase. If agreed
ongoing delivery, the Buyer is however only entitled to cancel with regard to the delayed
deliverance.

2.5 The Seller shall in no event be liable for the Buyer's indirect loss resulting from a delay or
Non-delivery. Furthermore, the seller cannot be held liable for direct losses.

3. Fees, insurance etc.

3.1 The prices stated in the offer are EX-Works (Incoterms 2020) and exclude transportation costs,
Shipping, insurance, packaging, installation, VAT and any government duties, unless otherwise
agreed. Changes in exchange rates, fees, insurance, freight, and purchasing costs mean that the Seller
can adjust prices.

3.2 Delivery costs
The buyer shall bear all delivery costs, unless otherwise agreed.

4. Payment

4.1 The seller's payment terms are 14 days from the invoice date unless otherwise agreed in writing.

4.2 If the Buyer does not pay by the final due date, and the delay is not caused by the Seller
in relation to, the Seller is entitled to calculate interest on late payments from the due date in accordance with
the national bank's interest rate applicable at any time and to charge payment for all invoiced and
delivered goods, notwithstanding previously agreed credit terms.

5. Retention of title and security

5.1 The Seller retains ownership of the goods sold, regardless of whether delivery has taken place, until the full
The purchase price and any interest/fees have been paid.

5.2 The Seller is at any time in connection with or after the conclusion of the agreement entitled to demand
reassuring security for the Seller's total costs in connection with the agreement.

6 Cancellation and amendment of orders

6.1 After the Seller has sent an order confirmation to the Buyer, the Buyer shall not have the right to alter or
Cancel the order.

6.2 If the Buyer nevertheless chooses to cancel the order, the Buyer is obliged to compensate the Seller for lost
profit.

7. Duty to investigate and make a complaint

7.1 The buyer must, immediately upon collection or receipt of the goods, and always before the goods are used
please check the delivered goods to ensure they are free from defects.

7.2 If the Buyer ascertains, in connection with their inspection of the goods, that there are defects
the goods, the Buyer shall immediately notify the Seller of any defects. For other defects, including hidden
defects, which first become apparent at a later stage, the Buyer must complain immediately after the Buyer ought to
have discovered the defect and no later than 2 years after delivery has taken place.

7.3 If the Buyer fails to notify the Seller immediately upon becoming aware of a defect,
The Buyer may not subsequently assert these defects against the Seller.

8. Missing

8.1 The Seller undertakes for a period of 24 months after delivery has taken place, without undue
to, at its discretion, replace or repair the goods where there are defects in
delivery.

8.2 However, the Seller shall not be under an obligation to remedy the defect in cases where the defect is due to the fact that the delivery is not
been installed and/or used in full compliance with the Seller's regulations, faulty or
inappropriate use, alterations or technical modifications carried out without the Seller’s written consent
or exceptional weather conditions.

8.3 Wear parts are not covered by the right to rectification. Similarly, costs relating to installation and
removal is not covered by the right to remedy.

8.4 If the Buyer wishes to complain about any defects, a written complaint must be submitted
immediately after the shortage has been identified.

8.5 After the Seller has received a complaint about a defect which is considered to be covered by this
If the defect is covered by this provision, the Seller shall remedy it.

8.6 If the Buyer can carry out the remedy at the company's address, the Seller's
The obligation to remedy under this provision is fulfilled by the dispatch of a new or repaired part.

8.7 Defective parts replaced in accordance with the foregoing shall be made available to the Seller.
unless otherwise agreed between the parties.

8.8 The Seller shall provide a right to rectification for parts of the delivery that have been replaced or repaired, on the same
on the same terms and under the same conditions as for the original delivery. The Seller’s
However, the obligation to remedy defects does not apply to any part of the delivery beyond 36 months after delivery.
To the Buyer.

9. Limitations of liability

9.1 The Seller’s liability for defects shall not exceed the Buyer’s total payment for the goods.

9.2 The Seller shall not be liable for indirect losses, consequential damages, loss of business, loss of data or costs relating to
their reinstatement and loss of earnings, regardless of whether this is due to simple or gross negligence. In that
to the extent that the Seller may be held liable to a third party, the Buyer is obliged to indemnify the Seller
indemnify, to the extent that such liability extends beyond the limits set out above.

10. Product Liability

10.1 The seller is responsible under product safety legislation.
The seller is liable for any personal injury or loss of a breadwinner caused by the delivery
in accordance with the mandatory legislation in force at any given time. In addition, the Seller undertakes
no product liability.

11. Release – force majeure

11.1 The following circumstances shall constitute grounds for exemption from liability where they arise after the conclusion of the agreement and
prevents its fulfilment:

11.2 Industrial disputes, strikes, lock-outs and any other circumstances which the parties have not been
beyond our control, such as fire, epidemic, war, unforeseen military call-ups of a similar scale,
sabotage, seizure, currency restrictions, riots and civil commotion, lack of
means of transport, general scarcity of goods, restrictions on fuels, and supply shortages
from subcontractors, or delay in such deliveries caused by any of those in this
specific circumstances.

11.3 The party wishing to invoke any of the circumstances mentioned shall, as soon as possible
inform the other party of the event that has occurred and when it is expected to
ceases.

11.4 Both parties shall be entitled to terminate the agreement by written notice to the other party when its
fulfilment within a reasonable time becomes impossible due to any of those mentioned in section 11.2
circumstances.

12. Dispute resolution

12.1 The present terms and conditions are subject to Danish law and jurisdiction.

12.2 Any dispute or disagreement that may arise in connection with this contract, or
outstanding payment should be attempted to be resolved through negotiation. If this is not successful
parties, to find an amicable solution to the dispute, only the Seller is entitled to bring the case to
the court at the place where the Seller has its place of business.

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