Fast Delivery 
Global Compliance 
Long Term Support1. INTRODUCTORY PROVISIONS
1.1. “ARC” refers to Arctiko A/S, Oddesundvej 39, 6715 Esbjerg N, Denmark, CVR-no 26286077, a company registered in Denmark. “Buyer” is the party which accepts a quotation given by ARC, or whose offer to purchase is accepted by ARC.
1.2. The following general sales and delivery terms shall apply to all agreements on ARC’s sale and delivery of goods and/or services to any Buyer. The general sales and delivery terms can only be deviated from by express written agreement between ARC and the Buyer. The sales and delivery terms take priority over any provision in the Buyer’s order/acceptance, including the Buyer’s general conditions.
2. QUOTATION
2.1. Quotations given by ARC are not binding on ARC before the Buyer has received written order confirmation.
2.2. If the content of the order confirmation does not comply with the tender given by ARC according to item 2.1., the Buyer undertakes to notify ARC immediately after becoming aware (or when he should have become aware) of any discrepancies. Otherwise the Buyer’s inaction will be deemed to imply acceptance of the order confirmation.
3. PRICES
3.1. Unless otherwise agreed, sales are made in accordance with the price list effective on the date of the order confirmation. ARC reserves the right at any time to change its prices and price lists.
3.2. All prices are exclusive of VAT and import duties.
3.3. In the event of changes to duties and tax rates in the period between the conclusion of the contract and the agreed delivery date, ARC is entitled to charge such increased duties and tax rates.
3.4. The prices stated are with reservation for strikes, lock-outs and other circumstances beyond the control of ARC, cf. clause 15 regarding Force Majeure.
3.5. The prices stated are exclusive of Danish VAT and costs to packaging for shipping and based on the prices in effect at the time of quotation with regard to materials, labour costs and shipping expenses. In addition, the prices stated are based on the exchange rates effective at the time of quotation. In the event of changes in said prices and exchange rates in the period between the conclusion of the contract and the agreed delivery date, ARC is entitled to adjust the agreed purchase price accordingly.
4. DELIVERY
4.1. Delivery is made Ex Works (Incoterms 2020), unless otherwise agreed in writing.
4.2. Shipping will be undertaken at the Buyer’s expense and risk, including transport insurance etc. In the absence of special instructions from the Buyer, ARC is entitled to choose the means and route of transport.
5. DELIVERY DATE
5.1. The delivery date stated by ARC is approximate and is thus non-binding, unless a fixed delivery date has been expressly agreed.
5.2. If the delivery date is stated as a given number of days or weeks, the period will be calculated from the date on which ARC has received all details for fulfilment of the order from the Buyer. If the Buyer is in arrears with any overdue payments, the delivery date will be postponed by a period corresponding to the delay in receiving such payments.
5.3. If delay occurs, the Buyer is only entitled to terminate the agreement concluded (in whole or part), or apply any other remedies for breach of contract, if the delay can be considered a material breach and/or if ARC has failed to dispatch the goods no later than 14 days after receiving a written request from the Buyer. The Parties agree that a delay is only considered as a material breach if the delay lasts for more than [14] days.
6. PAYMENT
6.1. ARC’s usual terms of payment are stated on the order confirmation. Unless otherwise agreed, the purchase price is, however, due for payment 30 days after the date of invoice, and invoices are at the earliest issued at the time of delivery.
6.2. The Buyer is – regardless of any counterclaims – not entitled to withhold or to make any deduction or set-off in any part of the payment due.
6.3. A delay with a part of a delivery does not entitle the Buyer to refrain from paying the full purchase price in accordance with the agreement concluded.
6.4. In case of non-payment after the due date, ARC is entitled to charge interest and debt collection costs with the rates applicable at any time in accordance with the Danish Interest Act (Renteloven).
6.5. If the Buyer is in default of its payment obligation, ARC is entitled to suspend any further delivery to the Buyer until payment is made in accordance with the agreement concluded. In addition, ARC is entitled to require the Buyer to provide proper security for future payments before ARC completes any further deliveries. If the arrears are not paid before an additional deadline set by ARC, ARC is entitled to terminate all agreements entered into with the Buyer, and the Buyer is obliged to cover ARC’s costs and losses incurred as a result of the termination.
7. RIGHT OF OWNERSHIP
7.1. ARC retains right of ownership to the goods sold until full and final payment of the agreed purchase price plus any interest and other costs is made.
7.2. Until the right of ownership of the goods sold has passed to the Buyer, the Buyer is obliged to store the goods with due care.
8. RETURNS
8.1. Standard goods can only be returned to ARC subject to prior written agreement and provided that the goods can be returned in the same condition in which they were delivered. The Buyer is responsible for returned goods appearing as new and being resalable, any changes in the condition of the goods that become apparent during ARC’s inspection of returns shall be charged to the Buyer
8.2. Customised goods cannot be returned. ARC will determine the nature of the goods as either standard or customised.
8.3. Goods must be returned in accordance with Incoterms 2020 delivered duty paid (DDP) to ARC, Oddesundvej 39, DK-6715 Esbjerg N. Returns shall thus be at the expense and the risk of the Buyer
8.4. The Buyer bears the risk for returned goods until ARC has issued a credit note.
8.5. The goods must be returned in their original packaging unless otherwise agreed.
9. DEFICIENCIES
Purchase of new goods
9.1. ARC provides a guarantee on parts for a period of 36 months, excluding battery and labour. ARC provides a 5-year compressor guarantee.
9.2. After the expiry of the guarantee and in relation to goods, parts and services that are not covered by the guarantee mentioned in section 9.1, ARC is responsible for the quality and condition of the goods and/or services sold in accordance with the general rules of Danish law.
9.3. ARC is only responsible for original defects, and ARC is thus not responsible for any potential defects due to natural wear and tear, unusual use or abuse of the goods, lack of care or operation in contradiction to ARC’s instructions, changes made by the Buyer or third parties without the written consent of ARC, use of non-original parts, incorrect repairs performed by the Buyer or third parties, or other circumstances beyond ARC’s control
9.4. Immediately upon delivery of the goods the Buyer must perform an inspection in order to examine if the goods are defective. If the Buyer finds (or ought to have found) that the goods sold are defective, the Buyer must without undue delay notify ARC in writing specifying the defects that are claimed. The Buyer must in any circumstances notify ARC no later than 8 days after delivery of the goods.
9.5. The absolute time allowed for claims for non-visible defects, which means defects that could not be discovered by a reasonable examination of the goods and/or services, is 6 months from the time of delivery.
9.6. If the Buyer does not give notice of a defect within the above deadlines, defects cannot be claimed.
9.7. In the event of a justified and timely notice of defect (e.g. regarding defects in design, manufacture or materials), ARC is at its own discretion entitled to opt to either deliver substitute goods, remedy the defects or offer the Buyer a proportionate reduction of the agreed purchase price determined by ARC. The Buyer must bear all costs related to dismantling, reassembly, and start-up, etc. ARC reserves the right to take replaced spare parts back for further verification and testing. The Buyer cannot claim any other remedies for defects, including any claims for damages
resulting from the defect.
9.8. The above provisions (clauses – 9.7) also apply to deficiencies in ARC’s services provided in relation to the sale of ARC’s products, including (but not restricted to) assembly, welding, installation, or the like. The same applies to deficiencies in ARC’s tests or sign-off trials of the goods sold.
Buyer’s repairs
9.9. The Buyer shall undertake all repairs to the greatest extent possible. If the Buyer undertakes repairs which deviate from ARC’s repair instructions or has repairs performed externally, any claim against ARC concerning the goods sold shall lapse.
ARC’s repairs/renovation of used goods
9.10. If ARC repairs used goods belonging to the Buyer, ARC cannot be held liable in any manner. If the Buyer wishes to make a claim for deficiencies concerning ARC products or services, the burden of proof shall lie with the Buyer.
Purchase of used goods
9.11. Used goods are sold “as is” with no liability of any kind on the part of ARC. The Buyer acknowledges that ARC does not have any in-depth knowledge of the previous use of the used goods. The Buyer is therefore advised to check and/or test used goods thoroughly before purchasing them.
10. LEGISLATIVE REQUIREMENTS
10.1. ARC ensures that the goods sold at the time of delivery comply with applicable Danish law and EU law. ARC is only responsible for compliance with other standards and/or other regulatory requirements to the extent this is explicitly and specifically agreed in writing between ARC and the Buyer.
10.2. The Buyer has the sole responsibility for possessing the permits, approvals and/or registrations that might be necessary in relation to the Buyer’s intended use of the goods sold.
11. PRODUCT INFORMATION, CONSULTANT’S LIABILITY
11.1. In general, ARC is only responsible for ensuring that the goods sold meets the specifications stated by the Buyer in relation to the sale
11.2. ARC is thus not responsible for whether the goods sold are suitable for the Buyer’s requirements and intended use, except if and to the extent that ARC has explicitly, specifically, and separately agreed to do so. In any circumstances, ARC is not liable for any statements based on a discretionary evaluation or an assessment.
11.3. ARC is not liable for any misleading information in advertising materials, instructions, drawings, technical data, and other specifications or in technical service provided verbally. The Buyer may not invoke the aforementioned material as support for any claim for compensation
12. LIMITED LIABILITY
12.1. Regardless of the basis on which a claim is raised and regardless of the degree of negligence, ARC is not liable for any indirect losses, including (but not limited to) operating loss, loss related to any damage to products stored in the goods delivered by ARC, loss of data, loss of profit, penalties, loss of time, loss of customers, loss of goodwill and any other consequential damages.
12.2. ARC’s total liability is in any case limited in amount to [an amount corresponding to ***]/[DKK ***]. To the price of the product at the time of the order.
12.3. To the extent that ARC is liable to a third party (whether due to product liability or any other basis of liability), the Buyer is obliged to indemnify ARC to the same extent to which ARC’s liability is limited according to clauses 12.1- 12.2 above.
13. PRODUCT LIABILITY
13.1. ARC shall not be liable for loss or damage caused by the delivered goods
a) to any (movable or immovable) property where the damage occurs while the goods are in the Buyer’s possession, or
b) to products manufactured by the Buyer or to products of which the Buyer’s products form a part or for loss or damage to any property, where the damage is caused by these products because of properties in the goods.
13.2. In any event, ARC is only liable for damage caused by the delivered goods (product liability) if ARC has been guilty of negligence, unless otherwise provided in mandatory, applicable rules of law.
13.3. ARC is not liable for any damage ascribable to misapplication or unusual application of the goods. Neither is ARC liable for any damage caused by inappropriate storage.
13.4. ARC is under no circumstances liable for costs for recall, removal or disposal of the products, loss of production, loss of profit or any other consequential economic loss (including – but not limited to – what is explicitly mentioned in clause 12.1 above), unless otherwise provided by mandatory applicable rules of law.
13.5. The Buyer shall indemnify and hold ARC harmless to the extent that ARC incurs liability to any third party in respect of any damage for which ARC is not liable towards the Buyer according to the preceding paragraphs of this clause 13.
13.6. If a claim for loss or damage as described in this clause 13 is raised by a third party against either Party, the latter shall forthwith notify the other Party thereof. ARC and the Buyer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal, which examines claims against either of them, where the claim is based on damage alleged to have been caused by the goods, The liability as between ARC and the Buyer shall, however, always be settled in accordance with this clause 13. ARC shall not be liable for loss or damage caused by the delivered unless it is covered by the provisions in the Danish Product Liability act (Produktansvarsloven)
14. INTELLECTUAL PROPERTY RIGHTS
14.1. ARC retains all rights (including but not limited to copyrights, trademarks, patents, rights protected under the Danish Marketing Practices Act (Markedsføringsloven), trade secrets, confidential information and know-how) to the goods sold.
14.2. The Buyer is not entitled to perform any reverse engineering of the goods sold in order to attempt to obtain any such rights belonging to ARC.
15. FORCE MAJEURE
15.1. ARC is not liable for any non-fulfilment of its obligations if such non-fulfilment is due to factors beyond ARC’s control and which ARC could not be expected to take into consideration, to avoid or to overcome (force majeure), including (but not limited to) war, civil war, riots, public restrictions, import or export bans or other public intervention, natural disaster, pandemics, vandalism, theft, missing, delayed or significantly more expensive supplies from subcontractors, labour disputes such as strikes or lock-outs, currency restrictions, obstacles to transport, fuel restrictions, and any other similar extraordinary event that is beyond the reasonable control of ARC.
15.2. In case of force majeure, ARC’s obligations are postponed by the number of days corresponding to that of the force majeure event. Delivery on the postponed delivery date will therefore be deemed to be delivery on time.
16. JURISDICTION – COURT OF VENUE
16.1. Any dispute between ARC and the Buyer shall be settled in accordance with Danish law, including the International Sale of Goods Act (Executive Order no. 237, of 28 March 2003), but excluding the rules of venue applicable in the Internal Sale of Goods Act.
16.2. All disputes between ARC and the Buyer shall be settled by the ordinary Danish courts with the Esbjerg District Court as the first instance – except other instances where it is explicitly agreed in writing.