Terms and Conditions | GoBe Robots

GoBe Robots: Terms & Conditions 2020

General
1. The Seller is GoBe Robots hereinafter called GoBe Robots.
2. The Buyer is any person or company who buys or agrees to buy goods or services from GoBe Robots.
3. These Terms & Conditions of Sale shall apply to the supply of goods and services by GoBe Robots to the Buyer and shall prevail over any conflicting terms and conditions of the Buyer or established course of dealings between the parties unless expressly stated otherwise in any written agreement between GoBe Robots and the Buyer. In placing an order or accepting delivery from GoBe Robots the Buyer accepts these Terms & Conditions of Sale.
4. No offer accepted by or agreement entered into by GoBe Robots is assignable by the Buyer without the prior written consent of GoBe Robots.
Prices
1. Unless otherwise agreed, all quoted prices are exclusive of VAT and any other duty or tax which will be charged in addition at the standard rate at the appropriate tax point.
2. Firm quotations are valid for 30 days unless stated otherwise on the quotation and represent no obligation until GoBe Robots’ confirms the Buyer's order in writing.
3. Apart from firm quotations, all orders are accepted only on condition that the goods will be invoiced at the price ruling at the date of dispatch.
4. GoBe Robots reserves the right to amend prices and estimated delivery dates in respect of any change supplied by the Buyer or in respect of any delay caused by the failure of the Buyer to give GoBe Robots adequate information or instructions.
Delivery and Risk
1. Delivery dates quoted by GoBe Robots are best estimates only and in regard to any such dates, time shall not be of the essence.
2. Late delivery does not entitle the Buyer to cancel his order or any part of it unless a previous warning in writing has informed GoBe Robots of this intention, and the delay is more than 30 days after the quoted time. If GoBe Robots does not deliver within 10 days after such warning the Buyer can cancel the order but the Buyer has no claim on damages whatsoever, direct or indirect, due to the late or non-delivery.
3. Unless otherwise agreed in writing delivery will be Ex Works.
4. GoBe Robots shall be entitled to deliver the goods on a consignment basis.
5. Buyers outside Denmark are responsible at their own expense for obtaining any import license required. The Buyer is responsible for arranging carriage by its own appointed carriers, who will collect goods from GoBe Robots’ location.
Defects
1. GoBe Robots will not be liable in respect of any claim by the Buyer that goods at delivery are defective or do not conform to the contract specification unless the Buyer notifies GoBe Robots in writing of such claim within 15 days of the delivery time. Further, the said goods must be either returned to GoBe Robots or retained and made available for GoBe Robots to inspect within a reasonable time after notification to GoBe Robots.
Payment
1. Payment terms are payment before delivery. If GoBe Robots obtains credit assurance payment terms are 14 days after delivery.
2. All payments are by irrevocable confirmed letter of credit except where GoBe Robots in writing stipulates an alternative method of payment.
3. In the case of late payment, GoBe Robots reserves the right to charge interest at the rate of 1.5% per month on any overdue payment, interest being calculated on a daily basis.
4. If the Buyer has failed to meet GoBe Robots' payment terms, GoBe Robots may delay delivery or cancel the order and/or other orders received from the Buyer.
5. The Buyer is not entitled to withhold or make use of set-off instead of effective payment, no matter the reason claimed.
Retention of title
1. Notwithstanding delivery and the passing of risk, title to the goods supplied by GoBe Robots shall remain with GoBe Robots until GoBe Robots has received payment of the full price of a) all goods and/or services subject of the contract and b) all other goods and/or services supplied by GoBe Robots to the Buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between GoBe Robots and the Buyer.
2. Until such time as title in the goods have passed to the Buyer:
  1. GoBe Robots shall be entitled to repossess any of the goods in which it retains title, and for such purpose GoBe Robots and its agents or representatives shall be entitled at any time and without notice to enter upon any premises in which the goods are stored or kept or reasonably believed so to be;
  2. the Buyer shall store the goods carefully and ensure that they are clearly identified as belonging to GoBe Robots who shall be entitled to examine such goods in storage;
  3. the Buyer will insure the goods for their replacement value naming GoBe Robots as the Loss Payee.
  4. The Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall assign all proceeds of resale to GoBe Robots as security, and keep proceeds separate from any moneys or property of the Buyer and third parties. The Buyer herewith assigns GoBe Robots the right to claim payment from the Buyer ́s customer.
3. The Buyer shall not be entitled to charge any of the goods which remain the property of GoBe Robots by way of security for any indebtedness of the Buyer, but if the Buyer does so, all money owing by the Buyer to GoBe Robots shall forthwith become due and payable.
Warranty and Liability
1. GoBe Robots warrants that the goods will be within the normal limits of industrial quality of such products and will conform to any specifications agreed to by GoBe Robots in writing and except for this, GoBe Robots makes no warranty whatsoever with respect to the merchantability of the goods or the fitness of the goods for any purpose.
2. GoBe Robot’s product warranty applies provided that:
  1. Proper claim in writing is received by GoBe Robots within 12 months after delivery from GoBe Robots. For spare parts no more than 3 months (the Warranty Period)
  2. Any defect or nonconformity within the Warranty Period is resulting from faulty materials or workmanship.
  3. The goods have not been produced, modified or repaired other than by GoBe Robots authorized personnel and
  4. The goods have been operated, stored and maintained within GoBe Robots' recommended conditions of use, storage and operation.
  5. During the Warranty Period and under the conditions set out above GoBe Robots will at its discretion refund the price for spare parts or deliver spare parts in replacement.
3. Other than any product liability claims for which GoBe Robots are finally judicially determined to be liable by a court of law GoBe Robots does not accept or assume any liability for damage inflicted on any other property or goods owned by the Buyer or any third party. The Buyer agrees to indemnify GoBe Robots for any loss inflicted upon GoBe Robots by third party arising from product liability provisions, to the extent GoBe Robots is not liable towards the Buyer according to these Terms & Conditions of Sale.
4. GoBe Robots expressly excludes liability for special indirect or consequential loss which may arise, including the Buyer's or any third party’s loss of profit business revenue, goodwill or anticipated savings.
5. GoBe Robots' liability to the Buyer (save under the terms of clause 7.4 hereof) is limited to the total price of the goods and the Buyer agrees that this shall constitute its exclusive remedy.
6. In the case of goods repaired or replaced by GoBe Robots, the Warranty Period will terminate at the end of the Warranty Period relating to the goods originally supplied.
7. GoBe Robots does not accept any liability to receive or dispose of the sold goods at the end of its use.
8. Traceability: It is the obligation of the Buyer to register the final destination of the equipment delivered by GoBe Robots. Therefore, the Buyer must ensure that repairs and adjustments, if any, or withdrawal of a robot can be made for each individual robot if a situation might occur that involves great risk for people’s security and/or health.
9. A reseller is obliged to ensure a post-production follow up and contact a representative number of final customers about their satisfaction with the equipment made by the manufacturer and the service of the reseller. This must be executed as long as the products are used.
10. A reseller shall immediately inform GoBe Robots if the reseller becomes aware of any defects in the Products or any issues that have led or may lead to product liability claims or warranty claims against GoBe Robots and shall immediately suspend any sales of the Products if requested by GoBe Robots on account of risk of any warranty or product liability claims.
Design and Specification
1. GoBe Robots reserves the right to effect design changes without notice as required by technical developments or where such changes are affected by GoBe Robots' suppliers.
2. The Buyer agrees to indemnify GoBe Robots against all liability arising from GoBe Robots' performance of the Buyer's order in accordance with the Buyer's specification where such specifications infringe any patent, trademark, registered design or other intellectual property rights not owned or licensed by the Buyer or GoBe Robots which may be used as a basis for production of the Product under the Buyer’s specifications.
3. All documents, drawings, and specifications supplied by GoBe Robots are GoBe Robots' copyright and may not be disclosed to third parties (other than the ultimate user of the goods) or be reproduced without GoBe Robots' consent in writing. Drawings that have been used for an offer and copies thereof still in the possession of the Buyer shall be returned at the request of GoBe Robots.
Disposal and destruction
1. GoBe Robots have no obligation towards the buyer when the delivered equipment, packing included, is worn out and must be disposed of/destructed.
2. Disposal of the electrical and electronic parts must take place according to directive 2002/96/EC(WEEE)/notice No. 664 dated 27.06.2005.
Insolvency
1. If the Buyer fails to make payment due to GoBe Robots on the due date or commits any other breach of any agreement between the parties and fails to remedy such breach within a period of 10 days from receipt of notice in writing from GoBe Robots requesting remedy, or if the Buyer enters into an arrangement with its creditors, or goes into liquidation, or passes any resolution for winding up, or becomes subject to the appointment of any receiver, administrative receiver or administrator or becomes bankrupt then:
  1. GoBe Robots may by notice in writing to the Buyer forthwith cancel the order and any other orders outstanding between the parties;
  2. in the event of such cancellation GoBe Robots shall be entitled to reclaim any goods unpaid for in accordance with the provisions of clause 6 above;
  3. the Buyer shall remain liable to pay GoBe Robots the full purchase price for the goods less:
    1. the disposal price received by GoBe Robots for goods in its possession or reclaimed from the Buyer; and,
    2. any part of the purchase price for the goods paid by the Buyer to GoBe Robots.
Force Majeure
1. GoBe Robots shall have no liability in respect of any delay or lack of performance in delivering or performing any obligations to the Buyer due to any cause of whatever nature outside the reasonable control of GoBe Robots or GoBe Robots' suppliers, e.g. but not limited to factory stoppages, industrial conflicts, delays in supplies and any Act of God (force majeure event).
2. In such an event GoBe Robots may without liability cancel or vary the terms of an order including extending the time for performing it. The Buyer shall receive take and pay for such part of the goods as GoBe Robots shall be able to deliver.
Severance
1. If at any time one or more of these Terms & Conditions becomes invalid, illegal or unenforceable in respect of any law, such terms shall be deemed to be severed from the contract, and the validity and enforceability of the remaining provisions shall not be affected or impaired.
General
1. No forbearance by GoBe Robots in enforcing any of these Terms & Conditions shall prejudice the right of GoBe Robots to enforce these Terms & Conditions, nor shall any waiver by GoBe Robots operate as a waiver of any subsequent breach.
2. No amendment or variation of these Terms & Conditions will be valid unless in writing and signed by a Director of GoBe Robots.
3. Headings to the clauses in these Terms & Conditions are inserted for convenience only and do not affect the construction of them.
Law
1. These Terms & Conditions and any dispute arising hereunder shall be governed by and interpreted in accordance with Danish law, without reference to choice of law principles, and the Buyer submits to the jurisdiction of the Danish courts or other venue in which GoBe Robots institute legal proceedings or has been sued by any third party.