TERMS AND CONDITIONS
OF SALE AND DELIVERY
Effective from June 12, 2026
1. Application and Contract Basis
These Terms and Conditions of Sale and Delivery apply to all quotations, sales, deliveries, installations and services provided by TG Technology ApS (”Seller”), unless otherwise agreed in writing.
Any purchasing conditions or other terms proposed by the Buyer shall not be binding upon the Seller unless expressly accepted in writing.
Quotations are valid for 30 calendar days from the date of issue unless otherwise stated.
No agreement shall be deemed concluded until the Seller has issued a written order confirmation.
Electronic communications, including e-mail, shall be deemed equivalent to written communications.
2. Scope of Supply
The supply shall comprise only the products, services and specifications stated in the order confirmation.
Information contained in brochures, catalogues, data sheets, drawings, illustrations and other sales material is provided for guidance only unless otherwise expressly agreed.
The Seller reserves the right to make technical, structural and design modifications that do not materially impair the functionality or quality of the supplied products or services.
3. Drawings and Intellectual Property Rights
All intellectual property rights relating to drawings, descriptions, software, documentation, calculations, identification systems, design proposals, technical solutions and other materials shall remain the property of the Seller or the Seller’s licensors.
Such material may not be copied, disclosed, published, reproduced or used for production by any third party without the Seller’s prior written consent.
4. Prices
All prices are exclusive of VAT, taxes, duties, packaging, freight, insurance and public charges unless otherwise stated in the quotation or order confirmation.
The Seller reserves the right to adjust agreed prices in the event of documented significant changes in:
* Raw material prices
* Energy costs
* Labour costs
* Exchange rates
* Transportation costs
* Public duties and taxes
* Subsupplier prices
occurring after the date of quotation.
Additional work shall be invoiced separately unless otherwise agreed in writing.
5. Payment Terms
Payment terms shall be stated in the order confirmation.
Unless otherwise agreed, payment is due within 8 days from the invoice date.
Late payments shall accrue interest at 2.0% per commenced month.
The Seller is entitled to require advance payment, progress payments or other appropriate security.
Failure to make payment on time shall constitute a material breach of contract and entitle the Seller to suspend ongoing work and withhold further deliveries.
6. Retention of Title
Title to the supplied goods shall remain with the Seller until full payment of all outstanding amounts, including interest and costs, has been received.
The Buyer shall store the goods safely and in a manner that allows clear identification until title has passed.
7. Delivery and Transfer of Risk
Delivery shall take place in accordance with the agreed delivery method.
Risk shall pass to the Buyer upon delivery or upon handover to the carrier responsible for transportation.
Where transportation is arranged by the Seller, such transportation shall be at the Buyer’s expense and risk unless otherwise agreed in writing.
8. Delivery Time and Delay
Any delivery dates stated are estimates only unless expressly agreed otherwise.
The Seller shall be entitled to extend delivery times due to circumstances beyond the Seller’s reasonable control, including:
* Changes requested by the Buyer
* Delayed information from the Buyer
* Circumstances relating to subcontractors
* Governmental requirements
* Weather conditions
* Labour disputes
* Force majeure events
The Buyer may only terminate the agreement in the event of a material delay and after granting the Seller a reasonable written remedy period.
9. Installation and Working Conditions
Where the supply includes installation work, the Buyer shall ensure:
* Free and unrestricted access to the work area
* Necessary permits and access approvals
* Safe working conditions
* Access to electricity, water and other necessary utilities
* That the work area is prepared before installation begins
Waiting time, delays, additional safety requirements, interruptions or other circumstances beyond the Seller’s control shall be charged as additional work at the Seller’s applicable hourly rates.
Scaffolding, lifting equipment, cranes or special access arrangements are not included unless specifically stated in the quotation.
10. Inspection and Notice of Defects
The Buyer shall inspect the supply thoroughly upon delivery.
Any visible defects or deficiencies must be notified in writing without undue delay and no later than 10 working days after delivery.
Any hidden defects must be notified in writing without undue delay and no later than 10 working days after discovery or when they should reasonably have been discovered.
Failure to provide timely notice shall result in forfeiture of the Buyer’s right to claim the defect.
11. Defects and Warranty
The Seller warrants the supplied products against documented material and manufacturing defects for a period of 12 months from the date of delivery.
For software, a warranty period of 12 months applies to reproducible defects that materially affect the agreed functionality.
The Seller’s liability shall, at its sole discretion, be limited to:
* Repair
* Replacement
* Proportionate reduction of the purchase price
Remedial action shall not include costs relating to dismantling, reinstallation, transportation, loss of production, operational downtime or other consequential costs.
The warranty shall be void in cases of improper use, inadequate maintenance, modifications carried out by parties other than the Seller or use of non-approved components.
12. Product Liability
The Seller shall be liable for product liability only to the extent required by mandatory Danish law.
To the extent permitted by law, the Seller shall not be liable for loss of profit, production loss, operational loss, loss of data, loss of time or any other indirect or consequential losses arising from product liability.
13. Limitation of Liability
Under no circumstances shall the Seller’s total liability under any agreement exceed the total value of the relevant supply.
The Seller shall not be liable for indirect or consequential losses, including but not limited to:
* Loss of operation
* Loss of production
* Loss of profit
* Loss of data
* Loss of goodwill
* Loss of anticipated savings
* Loss arising from business interruption
This limitation shall not apply in cases of wilful misconduct or gross negligence.
14. Force Majeure
The Seller shall not be liable for failure or delay in performance caused by circumstances beyond the Seller’s reasonable control.
Force majeure shall include, but not be limited to:
* War
* Terrorist acts
* Cyber attacks
* Pandemics or epidemics
* Strikes and lockouts
* Energy shortages
* Transport disruptions
* Natural disasters
* Fire
* Government intervention
* Supply chain disruptions
* Failure of suppliers to deliver
Delivery times shall be extended for the duration of the force majeure event.
If a force majeure event continues for more than 60 calendar days, either party may terminate the agreement without liability.
15. Software and Personal Data
Software is supplied under licence and not sold.
The Buyer obtains only a non-exclusive and non-transferable right to use the software in accordance with the applicable licence terms.
Where the supply involves the processing of personal data, the parties shall enter into a separate data processing agreement where required by applicable data protection legislation.
16. Governing Law and Jurisdiction
Any dispute arising between the parties shall first be attempted resolved through negotiation.
If no amicable solution can be reached, the dispute shall be governed by and construed in accordance with Danish law.
The courts having jurisdiction at the Seller’s registered office shall have exclusive jurisdiction unless otherwise required by mandatory law.