TERMS AND CONDITIONS

B2B ONLY – NO PURCHASES VIA THE WEBSITE
These terms and conditions apply solely to business customers. The website is an information and contact channel; a binding agreement is only concluded upon written order confirmation or a separate signed agreement.

Company Information
AutoMax ApS
Østergade 62, DK-6623 Vorbasse
CVR/VAT: DK-35411100
Phone: +45 4040 4495
Email: mail@automax.dk
Web: www.automax.dk

These terms and conditions must be read together with AutoMax’s quotations, order confirmations, product documentation and any separate agreements.

The following terms and conditions constitute AutoMax ApS’s general terms and conditions of sale and delivery for business customers.

1. Scope, Definitions and Basis of Agreement

1.1 These terms and conditions of sale and delivery apply to all quotations, orders, sales, deliveries, installations, adaptations, repairs, services and other supplies from AutoMax ApS (“AutoMax”) to a buyer acting in the course of its business, including companies, public authorities, institutions, dealers and distributors (“Buyer”).

1.2 These terms and conditions do not apply to consumer purchases. AutoMax does not enter into consumer agreements via the website.

1.3 “Products” means all goods, components, spare parts, assistive devices and other physical products supplied by AutoMax. “Services” means, among other things, consultancy, development, installation, adaptation, repair, service, training and documentation. “Agreement” means the entire contractual basis between AutoMax and the Buyer.

1.4 The Buyer’s own purchasing, delivery or standard terms and conditions shall not apply unless AutoMax has expressly accepted them in writing.

1.5 In the event of any conflict, the documents shall apply in the following order of precedence: (1) separate signed agreement or distribution agreement, (2) AutoMax’s order confirmation, (3) AutoMax’s quotation and (4) these terms and conditions. A specific written agreement shall therefore take precedence over these standard terms and conditions.

2. Website, Quotations, Orders and Conclusion of Agreements

2.1 Information, images, prices, product descriptions and other material on www.automax.dk are for guidance only and do not constitute a binding offer. Purchases cannot be made and binding purchase agreements cannot be concluded via the website.

2.2 An enquiry via a contact form, email, telephone or any other channel is an enquiry only. A binding agreement is not concluded until AutoMax has issued a written order confirmation or the parties have signed a separate agreement.

2.3 A written quotation from AutoMax may be accepted within 30 calendar days from the date of the quotation, unless otherwise stated in the quotation. The quotation is subject to AutoMax’s final written order confirmation unless it is expressly stated that the quotation itself is binding.

2.4 The Buyer must check the order confirmation and notify AutoMax in writing of any discrepancies without undue delay and no later than 2 business days after receipt. The order confirmation shall thereafter form the basis for AutoMax’s further performance.

2.5 AutoMax may carry out a credit assessment, require advance payment, a deposit or other security, and may reject an order until satisfactory credit and customer checks have been completed.

3. Scope of Delivery and Product Information

3.1 The scope, specifications, quantity, configuration, accessories, documentation and any Services included in the delivery are stated in the order confirmation.

3.2 Illustrations, photographs, colour samples, wood samples, models, demonstrations, catalogue information and approximate dimensions are for guidance only unless they have expressly been made part of the Agreement. Approved technical specifications, labels and instructions for use shall take precedence.

3.3 AutoMax may make non-material changes to construction, materials, components, dimensions or execution where such changes are due to product development, supplier circumstances, safety, regulatory requirements or production considerations, provided that the agreed principal function and safety of the Product are not materially impaired.

3.4 Wood, leather, textiles and other natural or surface materials may vary in colour, texture, grain, gloss and appearance. Such natural variations and customary production and dimensional tolerances shall not constitute defects where function, safety and durability are not materially affected.

3.5 A purchase does not grant the Buyer dealer status, exclusivity, territorial protection, the right to use AutoMax’s trademarks or any other distribution rights. Such rights require a separate written agreement.

4. Information and Cooperation Provided by the Buyer

4.1 The Buyer must provide AutoMax in a timely manner with correct and complete information necessary for the delivery, including information concerning the intended use, end user, wheelchair, vehicle, installation site, load, environment, destination country, language and any specific regulatory or customer requirements.

4.2 AutoMax is entitled to rely on the information provided by the Buyer. The Buyer bears the risk of errors, delays and additional costs resulting from incorrect, incomplete or late information.

4.3 Where a Product is to be selected, configured or adapted for a specific user, patient, wheelchair, vehicle or application, the Buyer is responsible for the professional needs assessment and suitability assessment unless AutoMax has expressly undertaken this task in writing.

4.4 In connection with installation or service, the Buyer must ensure free and safe access, necessary working conditions, electricity, lifting and auxiliary equipment, relevant documents and the presence of qualified personnel where necessary.

5. Prices, Duties and Costs

5.1 All prices are exclusive of VAT, customs duties, taxes, packaging, freight, insurance, handling, travel time, mileage, accommodation, installation, regulatory processing, inspections, registration and other costs unless otherwise expressly stated in the quotation or order confirmation.

5.2 The price includes only the Products and Services expressly stated in the order confirmation. Additional work, changes and additional deliveries will be invoiced separately.

5.3 New or increased public charges, customs duties or statutory fees that enter into force after conclusion of the Agreement and directly relate to the delivery may be added to the agreed price.

5.4 If delivery or performance is postponed by more than 30 days due to circumstances attributable to the Buyer, AutoMax may invoice work performed and materials purchased and adjust the remaining price to reflect documented additional costs and price increases resulting from the postponement.

6. Payment and Security

6.1 Payment must be made in accordance with the order confirmation or invoice. If no payment term is specified, payment is due net 14 days from the invoice date.

6.2 AutoMax may require full or partial advance payment, particularly for custom-made or individually adapted Products, larger projects, export orders, new customers or orders involving specially purchased components. Production or purchasing will not commence until the agreed advance payment has been received.

6.3 In the event of late payment, default interest shall accrue from the due date at the rate applicable from time to time under the Danish Interest Act. AutoMax may also charge lawful reminder, compensation and collection costs.

6.4 The Buyer may not set off or withhold payment on the basis of a counterclaim unless the counterclaim has been acknowledged in writing by AutoMax or finally established by a court judgment or arbitration award.

6.5 In the event of late payment, a material deterioration in the Buyer’s creditworthiness or reasonable doubt concerning the Buyer’s ability to pay, AutoMax may suspend ongoing work, withhold deliveries and require advance payment or other satisfactory security.

6.6 AutoMax retains title to delivered Products until all amounts relating to the relevant delivery have been paid in full, to the extent that such retention of title is valid under applicable law.

7. Changes, Cancellation and Termination of Orders

7.1 A confirmed order is binding. Any change or cancellation requires AutoMax’s prior written approval.

7.2 Custom-made, individually adapted, installed or specially sourced Products cannot be cancelled or returned once construction, production, adaptation, ordering from a subcontractor or installation has commenced.

7.3 If AutoMax accepts a change or cancellation, the Buyer must pay all costs and losses resulting from the change or cancellation, including work performed, materials purchased, supplier commitments, freight, administration and depreciation.

7.4 Changes may result in adjustments to price, delivery time, specifications, documentation and regulatory matters. AutoMax is not bound by a change until it has been confirmed in writing.

8. Delivery, Delivery Time and Risk

8.1 The delivery time is stated in the order confirmation. Unless a date or time is expressly stated to be fixed and essential, delivery times are estimates and are subject to normal production and supplier capacity.

8.2 AutoMax may make partial deliveries and invoice them separately where reasonable and where this does not cause the Buyer material inconvenience.

8.3 Unless otherwise agreed, delivery shall take place from AutoMax’s address in Vorbasse. Freight and transport insurance shall be paid by the Buyer. Risk passes to the Buyer when the Product is made available to the Buyer for collection or is handed over to the first carrier if AutoMax arranges transport at the Buyer’s expense.

8.4 If AutoMax is required under the Agreement to install or fit the Product before it can be put into use, delivery of the installed part shall be deemed to have taken place upon notification of completion and handover, unless otherwise agreed.

8.5 If the Buyer fails to collect or receive the delivery at the agreed time, risk shall pass upon AutoMax’s notification that the delivery is ready. AutoMax may store the delivery at the Buyer’s expense and invoice storage, handling and insurance costs.

8.6 Delays attributable to the Buyer shall result in a corresponding extension of AutoMax’s deadlines and entitle AutoMax to payment for waiting time, additional travel, rescheduling and other additional costs.

8.7 In the event of a material delay solely attributable to AutoMax, the Buyer may in writing grant a reasonable additional period of at least 10 business days. If delivery has still not taken place by expiry of the additional period, the Buyer may terminate the delayed and as yet undelivered part of the Agreement. The Buyer shall have no other remedies for delay than those set out in these terms and conditions unless otherwise provided by mandatory law.

9. Installation, Adaptation, Service and Approvals

9.1 Installation, adaptation, service, training, testing, inspection, registration and regulatory approval are included only if expressly stated in the order confirmation.

9.2 Work is generally carried out during AutoMax’s normal business hours. Work outside normal business hours, emergency call-outs and additional visits will be invoiced at the applicable rates.

9.3 Hidden or unforeseen circumstances, including previous modifications, corrosion, wear and tear, faults in the Buyer’s or third-party equipment, lack of compatibility or discrepancies from the information received, may result in additional work and extended delivery times.

9.4 The Buyer is responsible for necessary permits, inspections, registrations and approvals unless AutoMax has undertaken a specific part of this work in writing. Approval by an authority, insurer or other third party is not guaranteed.

9.5 A Service shall be deemed delivered when AutoMax has notified completion and the agreed principal function can be used. Minor issues that do not materially prevent safe use do not entitle the Buyer to reject delivery but shall be recorded and remedied as agreed.

10. Inspection Upon Receipt and Complaints

10.1 Immediately upon receipt, the Buyer must inspect the quantity, identity, packaging and visible condition of the delivery and thereafter carry out a professionally appropriate inspection as soon as possible.

10.2 Visible transport damage must be noted on the consignment note upon receipt and reported in writing to the carrier and AutoMax no later than 2 business days after delivery.

10.3 Visible defects, incorrect deliveries and quantity discrepancies must be reported in writing no later than 5 business days after delivery. Hidden defects must be reported without undue delay and no later than 5 business days after the defect was or should have been discovered.

10.4 In all circumstances, a complaint cannot be made later than 12 months after delivery of the Product or completion of the Service unless a longer written warranty has been agreed or mandatory law provides otherwise.

10.5 The complaint must include the order number or invoice number, the Product’s item and serial number, a precise description of the issue and relevant photographs, video, measurements and information regarding use.

10.6 Safety-related incidents, suspected serious risks and incidents involving medical devices must always be reported immediately in accordance with clause 13, irrespective of the general complaint periods.

11. Remedies and Warranty Limitations

11.1 In the event of a timely and justified complaint, AutoMax shall, at its discretion, be entitled to inspect the Product and remedy the defect, replace the Product, re-perform the Service or credit the defective part. The Buyer cannot demand a specific form of remedy if AutoMax offers a reasonable and professionally appropriate solution.

11.2 The Buyer must provide AutoMax and AutoMax’s partners with the necessary access for inspection and remedy. A Product may not be repaired, modified, dismantled or returned without AutoMax’s prior written instructions.

11.3 AutoMax does not cover defects or damage resulting from normal wear and tear, wear parts, incorrect or inadequate maintenance, improper storage, overloading, accidents, misuse, use contrary to the instructions for use or intended purpose, unauthorised modification or repair, use of non-approved parts, incorrect installation performed by others, incompatible equipment or other circumstances beyond AutoMax’s control.

11.4 Cosmetic issues, natural variations in materials and minor deviations that do not affect safety, function or material durability are not covered.

11.5 Replaced parts shall belong to AutoMax unless otherwise agreed. For a repaired or replaced part, the complaint period shall run for 6 months from the remedy or for the remainder of the original complaint period, whichever is longer.

12. Returns

12.1 Products may only be returned with AutoMax’s prior written return authorisation and using the return number provided by AutoMax and the agreed method of transport.

12.2 Approved returns shall be shipped at the Buyer’s expense and risk and must be unused, undamaged, clean and securely packaged. AutoMax may deduct costs for inspection, handling, cleaning, repackaging and depreciation.

12.3 Custom-made, individually adapted, installed, used, hygienically compromised or specially sourced Products will not be accepted for return unless the return is made as part of AutoMax’s remedy of a justified defect.

13. Medical Devices, Labels, Traceability and Market Surveillance

13.1 This clause applies where a Product is a medical device or is otherwise subject to specific product, safety or market surveillance rules.

13.2 The Buyer must store, transport, install, demonstrate and use the Product in accordance with applicable legislation, good professional practice, labels, warnings, instructions for use, service instructions and the approved intended purpose.

13.3 The Buyer may not remove, conceal, alter or replace CE marking, UDI, serial numbers, product labels, warnings or manufacturer information. Repackaging, relabelling, translation, modification, repair or combination with other products that may affect conformity may only take place with AutoMax’s written approval and in compliance with applicable rules.

13.4 Dealers, distributors and institutional Buyers must maintain the traceability required by legislation and the Agreement, including being able to identify recipients and relevant product and serial numbers. Records must be provided to AutoMax without undue delay in connection with a safety investigation, corrective action or recall.

13.5 Complaints, malfunctions, safety issues, near incidents and suspected incidents must be reported to AutoMax without undue delay. Matters that may involve a serious risk must be reported immediately and no later than the next business day. The Product and relevant documentation must be preserved until AutoMax provides further instructions.

13.6 The Buyer must cooperate in good faith with investigations, safety notices, suspension of sales or use, corrective actions and recalls. Costs shall be allocated according to the cause of the matter and the parties’ respective responsibilities unless mandatory law or a separate agreement provides otherwise.

13.7 The Buyer may only use medical, clinical and marketing claims that have been approved in writing by AutoMax and are supported by the applicable product documentation. AutoMax does not guarantee any specific individual clinical outcome.

13.8 Before placing an order, the Buyer must specify the destination country and required languages. The Product may not be marketed or re-exported to a country where required registrations, labels, languages or other legal requirements have not been fulfilled.

13.9 Inclusion in a public subsidy, reimbursement, assistive device or tender scheme, as well as approval by an authority, insurer or health insurance fund, is included only if AutoMax has expressly undertaken this in writing. The purchase of a Product does not in itself guarantee a subsidy or reimbursement.

14. Intellectual Property Rights and Marketing Material

14.1 All patents, utility models, design rights, trademarks, know-how, drawings, calculations, designs, software, photographs, manuals, test material and other intellectual property rights belong to AutoMax or AutoMax’s licensors.

14.2 The Buyer is granted only a non-exclusive right to use the documentation supplied to the extent necessary for the lawful use, maintenance or agreed resale of the Product.

14.3 Material may not be copied, published, modified, translated, disclosed to third parties, used for competing products or used for reverse engineering beyond what is permitted by mandatory law without AutoMax’s written consent.

14.4 AutoMax’s name, logos, product names, images and marketing materials may only be used by dealers and distributors with written permission and in accordance with AutoMax’s brand and product guidelines applicable from time to time.

14.5 Rights to customer-specific development, tools, prototypes and technical solutions shall remain with AutoMax unless a separate written agreement expressly transfers specific rights to the Buyer.

15. Confidentiality

15.1 The parties must treat non-public technical, commercial and business information as confidential and may only use such information for the performance of the Agreement.

15.2 The confidentiality obligation does not apply to information that can be documented as having been lawfully known, has become publicly available without breach, has been lawfully received from a third party or must be disclosed pursuant to law or regulatory requirements.

15.3 The confidentiality obligation shall apply for 5 years after termination of the Agreement. In the case of trade secrets, the obligation shall apply for as long as the information constitutes a trade secret.

16. Liability and Limitation of Liability

16.1 AutoMax shall be liable in accordance with the general rules of Danish law, subject to the limitations set out in these terms and conditions.

16.2 AutoMax shall not be liable for indirect loss or consequential damages, including loss of operations, loss of revenue, loss of profit, lost savings, loss of data, goodwill, contracts or market opportunities, or costs relating to replacement purchases or internal administration, unless otherwise provided by mandatory law.

16.3 AutoMax’s total liability arising from a delivery shall be limited to the net invoice price paid by the Buyer for the part of the delivery giving rise to the claim.

16.4 The limitations in clauses 16.2 and 16.3 shall not apply in cases of intent or gross negligence, personal injury or to the extent that liability cannot lawfully be limited, including mandatory product liability.

16.5 The Buyer shall indemnify AutoMax against third-party claims resulting from the Buyer’s or a subsequent party in the distribution chain’s unauthorised modification, relabelling, repair, installation, marketing, medical claims, export, storage, instructions or use contrary to the Agreement, applicable legislation or AutoMax’s instructions.

16.6 AutoMax shall not be liable for failure to obtain subsidies, reimbursement, regulatory approval, tender acceptance or insurance coverage unless AutoMax has expressly guaranteed a specific result in writing.

17. Force Majeure

17.1 AutoMax shall not be liable for failure or delay in performance caused by circumstances beyond AutoMax’s reasonable control, including war, terrorism, epidemics, fire, flooding, natural events, strikes, lockouts, government intervention, import or export restrictions, shortages of energy, raw materials or transport, cyberattacks, material IT or communications outages, and delays or failures by subcontractors resulting from such circumstances.

17.2 The affected obligation shall be suspended for as long as the impediment continues, and the delivery period shall be extended by a reasonable period. AutoMax shall notify the Buyer without undue delay when a force majeure event is expected to have a material impact.

17.3 If the impediment has continued for more than 90 consecutive days, either party may terminate in writing the affected and as yet unperformed part of the Agreement. The Buyer must, however, pay for Products already delivered, Services already performed and custom-made or specially purchased parts that cannot reasonably be used for other orders.

18. Lawful Trade, Exports and Sanctions

18.1 The Buyer must comply with applicable rules relating to product safety, medical devices, anti-corruption, export controls, customs, economic sanctions and trade with restricted countries, persons and end users.

18.2 The Buyer may not directly or indirectly sell, export, re-export or make Products or technology available in breach of applicable sanctions or export restrictions.

18.3 AutoMax may suspend or refuse a delivery if, in AutoMax’s reasonable assessment, its performance may be unlawful or expose AutoMax or AutoMax’s partners to sanctions or compliance risks.

19. Personal Data

19.1 AutoMax processes contact, order, delivery, service and payment information relating to the Buyer’s employees and contact persons as part of the customer relationship, administration, documentation, safety, warranty and statutory obligations.

19.2 Processing takes place in accordance with AutoMax’s privacy policy applicable from time to time at www.automax.dk. The Buyer must ensure that relevant employees and contact persons are informed that their information is disclosed to AutoMax.

20. Breach and Termination

20.1 Either party may terminate the Agreement in the event of a material breach by the other party if the breach has not been remedied within 10 business days after written notice, where the breach is capable of remedy.

20.2 AutoMax may suspend or terminate the Agreement with immediate effect in the event of material payment default, unlawful use or export, unauthorised modification or marketing, serious safety or compliance risk, or infringement of AutoMax’s intellectual property rights.

20.3 Upon termination, all outstanding amounts shall become immediately due and payable. Provisions relating to payment, confidentiality, intellectual property rights, traceability, safety, liability and governing law shall survive termination of the Agreement to the extent required by their nature.

21. Governing Law, CISG, Jurisdiction and Other Provisions

21.1 The Agreement shall be governed by Danish law without regard to Danish conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

21.2 The parties shall first seek to resolve any dispute through good-faith negotiations. If the dispute cannot be resolved, it shall be decided by the ordinary Danish courts, with the court having jurisdiction over AutoMax’s registered office as the agreed venue, unless otherwise required by mandatory rules.

21.3 If any provision is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions. To the greatest extent possible, the invalid provision shall be replaced by a valid provision that most closely reflects the intended commercial result.

21.4 The version of these terms and conditions referred to in AutoMax’s quotation or order confirmation shall apply to the Agreement. Subsequent amendments shall not apply to orders already confirmed unless agreed by the parties in writing.

Contact Regarding Orders, Complaints and Safety Matters
AutoMax ApS | Østergade 62, DK-6623 Vorbasse | +45 4040 4495 | mail@automax.dk