Sales and Delivery Terms 2025 ZTEC ApS
ZTEC operates exclusively in a B2B (Business-to-Business) context.
1. Offers and Order Confirmation
1.1 The Seller’s offer is valid for 7 days from the date stated on the offer. Upon expiry of this period, the offer automatically lapses. The offer may also lapse if the product becomes sold out or if changes occur in delivery conditions, e.g., from a subcontractor.
1.2 The Seller reserves the right to make changes to the delivery up to the time of delivery. In such cases, the Seller guarantees delivery of an equivalent product or service.
1.3 The Buyer may only invoke the terms set out in these conditions or in a separate written agreement between the parties. Information provided by the Seller orally, on the internet, in brochures, or similar, shall be deemed non-binding and irrelevant to the assessment of the delivery.
1.4 An order becomes binding only upon confirmation by the Seller via email or via a webshop confirmation link.
2. Prices and Place of Delivery
2.1 Prices are stated in the Seller’s current price list or in the order confirmation.
2.2 Delivery is made Ex Works (EXW – Incoterms 2020) from the Seller’s premises.
2.3 Delivery times are given subject to potential delays from subcontractors. Should the Seller become aware of or reasonably anticipate such a delay, the Buyer will be informed immediately, including an updated estimated delivery time.
2.4 In case of substantial delay on the part of the Seller, the Buyer may cancel the purchase. For agreements involving partial deliveries, cancellation may only apply to the affected delivery.
2.5 The Seller shall not be liable for any indirect loss incurred by the Buyer due to delayed or failed delivery. Direct losses are only compensable in cases of material breach by the Seller, provided the Buyer can substantiate that such losses were directly caused by the delay.
3. Freight, Insurance, etc.
3.1 Prices are stated Ex Works (Incoterms 2020) and exclude costs for freight, shipping, insurance, packaging, installation, VAT, and public charges unless otherwise agreed. The Seller reserves the right to adjust prices due to changes in exchange rates, duties, insurance, freight, or procurement costs.
4. Payment
4.1 Payment terms are net cash unless otherwise agreed in writing.
4.2 If payment is not received by the due date, and the delay is not attributable to the Seller, the Seller is entitled to charge interest from the due date at 8% per commenced month, a compensation fee of DKK 310 with the first reminder, and DKK 100 per subsequent reminder, and to demand immediate payment of all invoiced and delivered goods regardless of prior credit terms.
4.3 Invoice and payment terms are applicable from the date the order is placed.
5. Retention of Title and Security
5.1 Title to the goods remains with the Seller until full payment, including any applicable interest and fees, has been received.
5.2 The Seller may at any time, before or after the conclusion of the agreement, demand
adequate security for all related costs.
6. Order Cancellation and Modifications
6.1 Once an order confirmation has been issued by the Seller, the Buyer is not entitled to
cancel or modify the order.
6.2 If the Buyer cancels the order regardless, the Buyer shall compensate the Seller with 40% of the total purchase price.
7. Inspection and Complaints
7.1 The Buyer must inspect the goods immediately upon delivery and always before the goods are taken into use, to ensure they are free from defects.
7.2 Any defects discovered during this inspection must be reported to the Seller immediately and no later than 1 week after receipt.
7.2.1 For hidden defects, the Buyer must notify the Seller as soon as the defect is discovered or ought to have been discovered, and no later than 6 months from delivery.
7.3 Failure to notify the Seller within these timeframes forfeits the Buyer’s right to make claims regarding such defects.
8. Defects
8.1 The Seller undertakes, at its sole discretion, to remedy or replace defective goods within 6 months from delivery.
8.2 This obligation does not apply where defects arise from incorrect installation or use, unauthorized modifications or interventions, use contrary to the Seller’s guidelines, or extraordinary environmental conditions.
8.3 Wear parts are excluded from this remedy obligation. Installation and dismantling costs are also excluded.
8.4 Complaints must be submitted in writing immediately upon discovery of a defect.
8.5 Upon valid complaint, the Seller will initiate remedy or replacement.
8.6 If the Buyer can perform the remedy at its own premises, the Seller’s obligation is fulfilled by sending a replacement or repaired part.
8.7 Replaced parts must be returned to the Seller unless otherwise agreed.
8.8 Replacement parts are subject to the same conditions and warranty period as the original delivery, but never beyond 6 months from the original delivery date.
9. Limitation of Liability
9.1 The Seller’s liability for defects is limited to the value paid by the Buyer for the defective product.
9.2 The Seller is not liable for indirect losses, consequential damages, loss of operations, data loss or reconstruction, or loss of profits, regardless of whether caused by negligence. If liability is imposed by a third party, the Buyer shall indemnify the Seller beyond the limits stated herein.
9.3 The Seller does not guarantee that the delivered product will fulfill the Buyer’s intended use; all advice is non-binding, and may be based on incomplete information.
10. Product Liability
10.1 The Seller is liable in accordance with the applicable mandatory provisions of product safety law.
10.2 The Seller assumes liability only for personal injury and loss of provider under applicable non waivable law. The Seller disclaims any further product liability.
11. Exemption from Liability – Force Majeure
11.1 The following circumstances release the Seller from liability when occurring after contract conclusion and preventing performance:
11.2 Labor disputes, strikes, lockouts, and any other events neither part has control over, such as fire, epidemics, war, military call-ups, sabotage, seizure, currency restrictions, riots, shortage of transport, general scarcity of goods, power restrictions, and subcontractor delays caused by the same events.
11.3 A party invoking force majeure must notify the other party as soon as possible, stating the event and its expected duration.
11.4 If fulfillment becomes impossible for a reasonable period, either party may terminate the agreement by written notice to the other party.
12. Dispute Resolution
12.1 These terms are governed by Danish law and court jurisdiction.
12.2 Any dispute shall first be attempted resolved through negotiation. If no settlement is reached, either party may submit the case to the competent court at the Seller’s place of business.
13. Data Processing & Marketing
13.1 All information received from the Buyer is processed in accordance with applicable data protection laws, as detailed in our Privacy Policy.
13.2 The Seller reserves the right to use the Buyer’s logo on its website to present selected partnerships or case studies, unless otherwise agreed.
13.2.1 Due to the nature of the order or project, the Buyer may request a delay in such use until after public release or project completion.
13.2.2 The Buyer may at any time object to the Seller’s use of its logo, at which point the Seller shall cease use until the Buyer grants renewed permission.
13.3 The Seller may send newsletters, offers, and updates based on information provided by the Buyer. The Buyer may unsubscribe at any time via the link in emails or by contacting the Seller at info@ztec.dk.
Sales and Delivery Terms updated 05/06/2025, 12:30.