Edition: January 2024 — English | PME.07.01.2024.01.A
SALBÆK TECHNOLOGY GROUP
Sales and Delivery Terms
Table of Contents — click to jump
1. GENERAL
2. DELIVERY AND ACCEPTANCE
3. SAMPLE/LOAN
4. RETENTION OF TITLE OF GOODS
5. PRICES
6. PAYMENT TERMS
7. SPECIAL PAYMENT TERMS OF PRICE AND REBATE AND FINANCING AGREEMENTS
8. LIMITATION OF LIABILITY
9. WARRANTY
| 1 | GENERAL |
a) The company name "Sal-Tech" (referred to here as "we", "us") as used in this document covers all companies, subsidiaries or branches within the Salbæk Technology Group, including but not limited to Sal-Tech Easy Packaging v/G. Salbæk (CVR No. DK 18429098), Sal-Tech HKG Limited (Registration No. HK 1553382), Sal-Tech Embalaje SL (CIF No. B01970045) and Sal-Tech Easy Packaging LLC (Reg no. 35-2776554).
b) Sal-Tech reserves all rights regarding any order. Orders, agreements or contracts are considered valid only if confirmed by us in writing. Any changes to them are binding on us only if confirmed in writing.
c) Any contract or agreement made with one Sal-Tech company cannot be claimed against another Sal-Tech company unless this has been agreed and signed in writing. If an order is to be carried out by one or more Sal-Tech companies, this must be stated in the written contract basis.
| 2 | DELIVERY AND ACCEPTANCE |
a) EXW Denmark Sal-Tech Easy Packaging v/G. Salbæk, EXW Hong Kong Sal-Tech HKG Limited, EXW Spain Sal-Tech Embalaje SL, EXW USA Sal-Tech Easy Packaging LLC and/or directly from a third-party supplier, in accordance with EC criteria and Incoterms 2020 or as stated in the order/offer basis.
b) Delivery time is as stated in the written order confirmation or confirming e-mail and/or, for orders below DKK 7,500/USD 1,000/EUR 1,000, may be by telephone if the trade relationship is already known and established.
c) If no order confirmation or confirming e-mail/verbal confirmation has been given in response to an order, it is the purchaser's responsibility to confirm the order within 7 days of ordering; otherwise the order is considered discharged.
d) The Order Confirmation issued by Sal-Tech is the acceptance of the purchase order — the buyer's written or verbal order to buy any product and/or service from Sal-Tech.
d) I. Any discrepancy between the buyer's intention and the order confirmation must be clarified by the buyer in writing within 3 days, but before the order is dispatched, in order to avoid possible litigation.
e) We reserve the right to cancel or refuse any order and to refund any prepayment received in web shops, for orders that are technically unsound, have a delivery time shorter than practically possible, and the like.
f) If damage occurs during transport, it must be reported upon receipt of the goods and noted on the letter of transport, and the claim must be filed directly with the Transportation Company, as this is no longer Sal-Tech's responsibility and becomes a matter between the receiving customer and the transport company. Sal-Tech will assist as far as possible, but has no obligation to do so.
g) If delivery is delayed at the customer's request, the storage costs will be charged to the customer. Storage pricing is 1/2% of the invoice amount per month, or a proportional part thereof depending on the length of the storage period.
| 3 | SAMPLE/LOAN |
a) The sending of samples/loan of goods must be agreed before the order is carried out, must be in writing, and must be clearly stated on the invoice.
b) The buyer is responsible for all costs that may relate to freight charges, including any additional costs.
c) The sample/loan is for testing purposes only, but once the goods have been used by the buyer for actual production/use, the purchase price must be paid to Sal-Tech.
d) If the agreed date for returning the sample is exceeded, the purchase price of the goods must be paid within 8 days, unless otherwise agreed.
e) All consumables used by the buyer during the sample/loan period must be paid to Sal-Tech (for example, consumables that have been credited to the batch).
f) Any service, cleaning, re-packaging, repair, testing or similar on returned sample/loan machines is the borrower's responsibility and will be invoiced after Sal-Tech has carried out the said refurbishment work.
| 4 | RETENTION OF TITLE OF GOODS |
a) Title to the goods remains with Sal-Tech until two conditions are met: I. Full payment of the purchase price; II. Confirmation of delivery has reached us.
b) The purchaser is obliged to immediately notify us where the equipment is stored, in the same condition as when it was received, if payment has not been made.
c) Leased equipment must be clearly labelled as the property of Sal-Tech.
| 5 | PRICES |
a) All prices are stated in USD, EUR, DKK, excluding VAT, customs cleared to Denmark, Hong Kong, Spain and the USA, but excluding any environmental or other taxes that may apply.
b) In the event of errors in price lists and the like, we reserve the right to change them without prior notice.
c) All stated prices exclude delivery, which is made Ex Works (Incoterms 2020).
d) The buyer is responsible for any additional charges related to the sale of the goods, including but not limited to VAT, customs charges, environmental taxes or other additional fees that may apply to the delivery of the goods, unless otherwise agreed.
e) Sal-Tech reserves the right to correct or change any price error without being legally bound by any agreement.
f) In the event of currency fluctuations of more than 3%, we reserve the right to change prices without prior notice.
g) Sal-Tech reserves the right to increase prices if delivery takes place 1 month or more after the order confirmation, unless otherwise confirmed in writing.
h) In the case of a shipment excess surcharge, it may be added to the final invoice if the said situation affects our productivity and cost level.
| 6 | PAYMENT TERMS |
a) Standard materials and equipment with an invoice total below DKK 50,000/USD 10,000/EUR 8,000: Net 8 days from the invoice date, provided your company has applied for and been approved for a credit line and period.
b) Payment must be made on time; otherwise interest of 2.0% per month will be charged.
c) Equipment above DKK 50,000/USD 10,000/EUR 8,000: Net cash on delivery or, in some cases, partial or full payment in advance, typically for non-stock machines and machines above DKK 50,000/USD 10,000/EUR 8,000, but we reserve the right to decide this for any order, or to follow the payment terms stated in the order confirmation holding document.
d) Sample/loan of equipment is by appointment only.
e) Special materials and materials not normally kept in stock: 50% at the time of order and 50% net 14 days from the invoice date.
f) For orders placed by the customer online through the STG web shop, where the customer has not applied for a credit line and the order is below DKK 1,500/USD 200/EUR 160, we reserve the right to discharge the order if it is not prepaid based on the Pro forma Invoice generated by the web shop system. Orders must be placed in one of our web shops and prepayment must be made directly online through one of the proposed payment gateways.
| 7 | SPECIAL PAYMENT TERMS OF PRICE AND REBATE AND FINANCING AGREEMENTS |
a) If a price and/or discount agreement has been made, the payment terms are normally net cash in advance or immediately upon delivery.
b) If a customer wishes to have a financing agreement, this is only possible if the customer has demonstrated a timely payment pattern over several invoices and a period of time.
c) In addition, the customer must use a purchase requisition system to submit written orders by e-mail with a reference number, and ensure that we are kept updated on communication lines, as well as on important changes in accounts/budgets, etc. that may affect our assessment of creditworthiness. We also reserve the right to require price adjustments, fees and interest if there are significant changes in payment times, and to override agreements in particular cases.
| 8 | LIMITATION OF LIABILITY |
a) Sal-Tech reserves the right to refuse any order if we honestly believe that delivery of the goods would be burdensome, including but not limited to a transportation deadline that is too short, the buyer's creditworthiness, or force majeure reasons.
b) Sal-Tech is not liable for any damage to the goods during the shipment/transportation period.
c) If the Carrier or Freight Forwarder is proven liable for any damage/delay/loss of the goods while in their custody, the party responsible for assigning that role to them shall, upon request, arrange compensation for the damage/delay/loss of the goods.
d) Although under no obligation to do so, Sal-Tech will assist the buyer in settling any loss/damage/delay that occurred to the goods during shipment/transportation.
| 9 | WARRANTY |
a) If the buyer proves that the goods delivered to them are defective or became defective within a 1-year period from delivery, the buyer has the right to have them repaired free of charge by Sal-Tech.
b) The warranty does not cover labor or components replaced due to mishandling of the goods, including but not limited to rough handling or excessive use, operating errors, use of non-original spare parts or materials not from Sal-Tech, defects in fixed installations, blown fuses, or lack of required cleaning, maintenance, education, certification and training.
c) Warranty claims must include the item number, machine number and delivery Invoice No.
d) Any additional costs incurred for the purpose of repairing the goods at the buyer's address are the buyer's responsibility, including but not limited to driving hours and mileage costs and other possible travel expenses.
e) Machines submitted to one of our repair facilities will be repaired free of charge, except for costs related to the shipment/transportation of the goods to and from our workshop.
f) For guaranteed work carried out at the buyer's place of business or in our workshop, the service report must clearly state that the part(s) are accepted for replacement under the guarantee; otherwise, the parts and labor for replacement will be charged as wear parts.
| 10 | PRODUCT LIABILITY |
a) Sal-Tech is liable for injury if it is proven that the damage was caused by negligence on the part of Sal-Tech or others for whom Sal-Tech is responsible.
b) Sal-Tech is not liable during the warranty period for damage that the product may cause.
c) Sal-Tech's product liability shall never exceed Sal-Tech's insurance coverage. Sal-Tech shall never be liable for damage to real or personal property, including loss of profits, loss of earnings or other indirect losses.
d) If a third party makes a claim against Sal-Tech or the buyer, the other party must be notified immediately.
e) Sal-Tech and the Purchaser are both obliged to agree to be summoned before the court or arbitral tribunal that is hearing claims for damages brought against either of them based on injury or loss allegedly caused by the delivered material.
f) The relationship between Sal-Tech and the buyer shall be dealt with in accordance with the clauses on jurisdiction and applicable law.
| 11 | CLIMATIC CONDITIONS FOR STORAGE |
a) It is assumed by default, unless otherwise agreed in writing, that the equipment and packaging are stored in a temperature range of 5 to 30 degrees Celsius, with maximum humidity below 80% RH and heat variations of up to 5 degrees change per hour.
b) If the material is stored incorrectly, deterioration of the raw material composition will begin, which can cause changes in friction, odor and color.
c) It is therefore important that the material is stored in accordance with the following guidelines: I. The product must be protected from prolonged exposure to light (sunlight and direct radiation from other sources); II. The product must be protected from external factors, including but not limited to wind, rain, dust and other such weather conditions, unless clearly agreed at the time of purchase. If the product is to be used outdoors, this must be discussed during the purchase process so that adequate protection from the said external factors can be arranged; III. Products must be stored between +5 degrees and +25 degrees; IV. Products must not be stored near heaters, heat radiation or heat; V. Avoid stacking.
d) For materials, the product must be acclimatized to production before use, meaning storage for 24-48 hours in the production facilities or a similar climate.
e) The outer packaging must not be removed until just before use.
f) Unused items must be re-wrapped in light-tight packaging.
g) Traceability: information such as order number, serial number, dimensions and roll no. labels on label rolls or cartons must not be removed before processing. This information is important in any query about delivery.
h) Durability: I. Machining of plastic film must be done within one (1) year after production; II. Depends on the additive added: release agent, UV stabilizers or anti-static; III. For plastic film treated with pressure, a shorter shelf life may be required; IV. All film rolls must be stored upright.
| 12 | RETURN OF GOODS |
a) Equipment and materials are sold without a right of return.
b) In the case of an agreed return, only 90% of the invoice amount will be credited, unless otherwise agreed in writing and/or applied on our invoice.
| 13 | PREPARATION/INSTALLATION |
a) Sal-Tech offers an optional service for the installation/preparation of certain machinery or equipment. If Sal-Tech needs to carry out the provisioning and installation, the buyer will be charged the contracted hours used instead of our hourly rate for service work.
b) If provisioning and installation take place over an interval of several days, those days/hours will be charged, unless otherwise agreed.
c) The buyer is responsible for providing the lifting and transport equipment required for installation and additional staff, unless otherwise agreed.
d) Unless otherwise agreed, we will charge the per-hour and per-kilometer rate with a minimum charge of 50 km for any service provided, from the starting point of our technician(s) until their return to the same base.
e) The buyer is responsible for costs related to travel and driving, such as bridge fares, airline tickets, hotel, meals, etc., which will be charged at the amount spent plus a 15% handling fee.
f) Machines, equipment and materials are not sold for use in solving specific needs unless this has been clearly agreed in writing between Sal-Tech and the customer.
| 14 | TELEPHONE SERVICE |
a) Sal-Tech assumes that the buyer is able to resolve common technical and operational issues, but the buyer may call to ask for advice, in which case they will be charged based on our regular hourly rate, consisting of a minimum of 5 minutes, with a minimum billing of 30 minutes.
| 15 | COMPLAINTS |
a) Complaints must be notified to Sal-Tech immediately in writing within 5 days of the delivery/order confirmation of the product and/or service.
b) Any complaint submitted in due time does not suspend any payments, unless otherwise agreed in writing by Sal-Tech.
c) Sal-Tech will do its best to reach an amicable settlement with the buyer in the event of a complaint.
| 16 | HOURLY RATE |
a) The current hourly rate for service work and driving hours is the basis for billing. Service work and driving hours are charged per hour, with a minimum billing of 1 hour, followed by half-hour increments for each started half hour per device.
b) The regular hourly rate applies to hours between 6:00 and 18:00 and a maximum of 7.5 hours per day.
| 17 | TRAVEL |
a) Unless otherwise agreed, we will charge the per-hour and per-kilometer rate on the invoice. The hour and kilometer rate applied is the current rate set by Sal-Tech.
b) The minimum charge is 50 km. Costs related to travel and driving, such as bridge fares, airline tickets, hotel, meals, etc., will be charged at the amount spent plus a 15% handling fee.
c) Driving costs start from our technician's starting point and back to the same place, divided in proportion to other services performed on the same trip.
| 18 | INTELLECTUAL PROPERTY RIGHTS |
a) All intellectual property rights are reserved to Sal-Tech, including but not limited to copyright, patents, texts, trademarks, illustrations, photos, graphics, files, designs, arrangements, etc.
b) Sal-Tech's website is protected by copyright, including all of its content.
c) If the product is delivered with embedded software, the buyer holds only a non-exclusive software license in the form of the right to use the software, limited to the purposes stated in the corresponding product specification. Beyond this, the buyer receives no rights in the form of a license, patent, copyright, trademark or other intellectual property right in relation to that product. The buyer receives no rights to the source code of the software.
d) Delivered manuals and drawings may not be copied or distributed without our written permission.
e) Translations are always the property of Sal-Tech and are protected by copyright.
| 19 | CONFIDENTIAL INFORMATION |
a) Any information that is not publicly available, including drawings and technical documents provided by Sal-Tech to the Buyer ("Confidential Information"), remains the property of Sal-Tech and must be treated as confidential by the Buyer.
b) Confidential Information must not, without Sal-Tech's written permission, be copied, reproduced or transferred to third parties or used for any purpose other than the purpose for which it was transferred.
c) Confidential Information must be returned to Sal-Tech upon request.
| 20 | BAN ON RESALE FOR ILLEGAL PURPOSES |
a) Sal-Tech's products are made for civilian use. Sal-Tech's products must not be used or resold for any purpose related to chemical, biological or nuclear weapons or missiles capable of delivering such weapons.
b) Sal-Tech's products may not be sold to individuals, companies or any organization that are known or suspected to be connected with any terrorist or drug activity.
c) Sal-Tech's products may be subject to legal regulations and restrictions, and may be subject to sales restrictions in countries/customers covered by export and import bans. I. These restrictions must be followed for the resale of Sal-Tech's products to these countries/customers; II. Sal-Tech's products may not be resold if there is doubt or suspicion that the products may be used for the purposes mentioned above; III. If the buyer knows or suspects that the above conditions have been violated, the Buyer must immediately notify Sal-Tech.
| 21 | FORCE MAJEURE AND CANCELLATION |
a) Sal-Tech reserves the right to cancel any order due to circumstances beyond Sal-Tech's reasonable control, such as: public health emergency, riots, civil commotion, war, terrorism, fire, government regulations, strikes, lockouts, slow-downs, lack of transport, shortages, illness or delay in or failure of deliveries from suppliers, accidents in product testing, and/or lack of energy supply.
b) Sal-Tech is not liable for any failure or delay in performing its obligations if such failure or delay is due to a public health emergency or other reasons beyond its reasonable control, including but not limited to restrictions imposed by the government, local authorities, related companies or other entities, infection or quarantine, any restrictions affecting transport or logistics or production, etc.
c) All powers of the Buyer are suspended or void in the cases and situations mentioned in 21. (a) and 21. (b). The Buyer may not seek damages or file a claim against Sal-Tech in the event of cancellation or delayed delivery.
| 22 | GLOBAL COMPACT |
a) Sal-Tech supports the UN Global Compact initiative, which means that Sal-Tech commits to following the 10 principles on human rights, labor rights, environment and corruption. Sal-Tech also encourages the Buyer to address these core principles. For more information about the Global Compact: http://www.unglobalcompact.org
| 23 | PARTIAL DISABILITY |
a) If one or more provisions of Sal-Tech's Terms and Conditions are invalid and/or unenforceable, the validity of the remaining provisions in this document shall remain unaffected.
| 24 | THIRD PARTY CLAIMS |
a) If a third party makes a claim against Sal-Tech or the buyer, the other party must be notified immediately. Sal-Tech and the Purchaser are both obliged to agree to be summoned before the court or arbitral tribunal that is hearing claims for damages brought against either of them based on injury or loss allegedly caused by the delivered material. The relationship between Sal-Tech and the buyer shall be dealt with in accordance with clauses 26 and 27.
| 25 | GOVERNMENT LAW |
a) This agreement is governed by and construed in accordance with the Laws of Denmark/EU or, for each branch: Sal-Tech Easy Packaging v/G Salbæk – Denmark/EU. Sal-Tech HKG Limited (Registration No. HK 1553382) – Hong Kong, China. Sal-Tech Embalaje SL (CIF No. B01970045) – Spain/EU. Sal-Tech Easy Packaging LLC (Reg No. 35-2776554) – USA.
| 26 | JURISDICTION |
a) The company named "Sal-Tech" has the right to use the following Courts with non-exclusive jurisdiction to resolve any dispute arising under or in connection with the agreement, unless otherwise agreed in writing by the parties: Sal-Tech Easy Packaging by G. Salbæk (CVR No. DK 18429098) – Sønderborg Court, Denmark. Sal-Tech HKG Limited (Registration No. HK 1553382) – Hong Kong Court, China. Sal-Tech Embalaje SL (CIF No. B01970045) – Málaga Court, Spain. Sal-Tech Easy Packaging LLC (Reg. No. 35-2776554) – Chicago Court, USA.
| 27 | OTHER CONDITIONS |
a) INCOTERMS 2020 and the current terms shall be the basis for any agreement between Sal-Tech and the Buyer for any condition not mentioned above.
b) Any Order Confirmation/Pro forma Invoice/Invoice issued shall immediately replace all previous communication, including but not limited to e-mails and telephone conversations, regarding the said Order, unless specifically included in the said order foundation document.
For information purposes only — Sal-Tech Easy Packaging (Salbæk Technology Group)