Terms and Conditions of Sale and Delivery

The following terms shall apply to all sales and deliveries made by CertGas ApS (hereinafter “CertGas”) to you (hereinafter “Customer”) unless otherwise expressly agreed in writing.

1 Goods, Price and Payment

  • 1.1 The Customer purchases from CertGas the goods specified in CertGas’ order confirmation (“the Goods”) at the price stated in the order confirmation (the “Purchase Price”). Where no price is quoted, the Purchase Price shall be the price listed in CertGas’ most recent price list and in force at the date of acceptance of the order. The Purchase Price is exclusive of customs duty, service, sales and use and other taxes, unless such duty and taxes are expressly specified in the order confirmation. Customs duty and service, sales and use taxes, pallets and containers, if applicable, are payable by the Customer. For orders placed via the webshop and paid by credit card, the Purchase Price is charged on CertGas’ shipment of the Goods. For other orders terms of payment are 30 days from date of invoice unless otherwise stated in CertGas’ order confirmation. In case of late payment interest shall accrue at a rate of 1.5% per month commenced.
  • 1.2 Unless otherwise stated in a quotation, all prices and other terms and conditions quoted are valid for 60 days only, after which time they may be altered by CertGas without giving notice to the Customer.
  • 1.3 Title in the Goods shall remain vested in CertGas until the Customer makes payment in full of the Purchase Price, whereupon title shall pass to the Customer. If payment is not made in full, CertGas is entitled to exercise its rights and remedies under Danish law, including, but not limited to, repossession of the Goods. The Customer must insure the Goods to their full replacement value from the time of receipt to the time title has passed to the Customer, and to the extent possible keep the Goods separate from other goods.
  • 1.4 The Goods are described in detail in the information on the CertGas website. This information is an integrated part of the agreement between CertGas and Customer about the sale and delivery of the Goods (the “Agreement”).
  • 1.5 The Customer acknowledges that there may be countries in which the Goods may not yet be regulatorily approved for use. For this reason, the Customer expressly undertakes not to install or put the Goods into use in countries other than the country for which it was originally sold by CertGas.

2 Delivery

  • 2.1 Unless otherwise stated in the order confirmation, the delivery term shall be CIP (INCOTERMS 2020) to the Customer’s address, provided however that freight costs will be added and paid by the Customer. For orders placed via the webshop, freight costs are added before checkout.
  • 2.2 If freight costs are not included in the order confirmation the delivery term shall be ex works (INCOTERMS 2020) CertGas’ warehouse, Aarhus, Denmark.
  • 2.3 Dispatch from CertGas will take place on or before a date to be agreed in writing by CertGas and the Customer (the “Shipment Date”).

3 Delay

  • 3.1 If CertGas anticipates that it will not accomplish the dispatch of the Goods by the Shipment Date, CertGas must notify the Customer of the delay and, if possible, the estimated time of dispatch.
  • 3.2 For delays in the Shipment Date of 90 days or less, the Customer agrees that it may not cancel or terminate the Agreement and that CertGas is not liable for any costs or damages associated with the delay. For delays in the Shipment Date of more than 90 days not due to events of force majeure as stated in Section 8, the Customer may in writing demand dispatch within a final reasonable period which shall not be less than 20 days (the “Final Period”). If CertGas does not dispatch the Goods within the Final Period, the Customer may cancel the purchase of the Goods by written notice to CertGas. In that case the Customer’s sole remedy is limited to a refund of any amounts paid to CertGas for the Goods.

4 Warranty

  • 4.1 CertGas warrants to the Customer that the Goods will be free from defects in materials and workmanship on delivery.
  • 4.2 On receipt of the Goods, the Customer shall inspect the Goods and notify CertGas of a potential defect within 15 days of delivery.
  • 4.3 If a defect arises and the Customer submits a valid claim to CertGas in accordance with Section 4.2, CertGas, at its option, will either (i) replace the defective Goods, or (ii) refund the Customer the Purchase Price for the defective Goods. The remedies referenced herein are the exclusive remedies available to the Customer.

5 General limitations of liability

  • 5.1 The following limitations of CertGas’ liability shall apply to all Goods sold by CertGas.
  • 5.2 EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, CERTGAS MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF WHATEVER KIND OR NATURE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
  • 5.3 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CERTGAS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOSS OF PROFIT, DATA OR BUSINESS, INCREASED COSTS OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PRODUCTION, LOSS OF GOODWILL, LOSS OF CONTRACTS, OR BUSINESS INTERRUPTION ARISING OUT OF THE PURCHASE OF THE GOODS OR THEIR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 5.4
  • TO THE EXTENT PERMITTED BY LAW, CERTGAS’ TOTAL LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THE PURCHASE OF THE GOODS OR THEIR USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE SHALL IN NO EVENT EXCEED AN AMOUNT CORRESPONDING TO THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE GOODS THAT CAUSED THE LIABILITY.

6 Goods hazards and limitations in use

  • 6.1 The Customer is aware and acknowledges that the Goods are associated with special hazards with respect to their storage, transportation, or use which may cause damage or injury to persons or property. The Customer is solely responsible for warning, training, and protecting its employees and others who may be exposed to such hazards after the Customer’s receipt of the Goods. Under no circumstances shall the Customer remove or modify the safety instructions, labels, or markings supplied with the Goods.
  • 6.2 It is an absolute requirement that the Customer shall distribute CertGas’ Safety Data Sheets to all employees and others who store, transport, or use the Goods.
  • 6.3 The Goods supplied by CertGas are not intended to be used for any other purpose than for calibration of H2S sensors by commercial/industrial users who have persons trained and experienced in the use of the Goods.

7 Indemnification

  • 7.1 The Customer shall indemnify, reimburse, hold harmless, and defend CertGas from and against all costs, expenses (including attorneys’ fees and costs), damages, and losses in connection with any and all claims brought by a third party arising from or relating to the Customer’s storage, transportation, or use of the Goods contrary to the manuals, CertGas’ instructions or these General Terms and Conditions of Sale and Delivery.

8 Force Majeure

  • 8.1 Neither party shall be responsible for delays or other failures in performance resulting from events or circumstances beyond that party’s reasonable control. Such events shall include without limitation fire, electric surges, lightning, flooding, accidents, embargo, labor disputes, strikes or lockouts, war, terrorism, riots, epidemics, or other Acts of God.
  • 8.2 The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period such events or circumstances last whereupon the parties’ respective obligations shall automatically resume.

9 Disputes and Governing Law

  • 9.1 The Agreement, its interpretation, the performance of CertGas and the Customer, and any dispute arising from or in relation to the Agreement shall be governed by and construed in accordance with the laws of Denmark exclusive of its choice of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Agreement. The exclusive venue for any dispute between the parties shall be the Danish courts, provided, however, that CertGas shall be entitled to initiate legal proceedings against the Customer before any court with jurisdiction located in a country where the Customer has a place of business or is incorporated or organized.

CertGas ApS, MAY 2023

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