Scantago A/S Skullebjerg 9 DK-4000 Roskilde, Denmark
Phone +45 59 470 600 – www.scantago.com
Scantago A/S Skullebjerg 9 DK-4000 Roskilde, Denmark
1.0. Scope of Applicability
1.1. All Installing and Service of production equipment by Scantago ApS is subject to these General
Terms notwithstanding any conflicting, contrary or
additional terms and conditions in any purchase
order or other communication from a Partner/Costumer. No such conflicting, contrary or additional
terms and conditions shall be deemed accepted by
Scantago ApS unless and until Scantago ApS expressly confirm an acceptance in writing.
1.2. Scantago ApS reserve the right to change the
General Terms at any time.
2.0. Offers and Order Confirmations
2.1. Offers made by Scantago ApS are open for
acceptance within fifteen calendar days from the
date of issue, unless otherwise specifically stated
2.2. Orders shall be binding on Scantago ApS
unless and until confirmed by Scantago ApS in
2.3. Changes requested by a Partner/Costumers
shall be presented in writing. In reply to such requests, Scantago ApS will assess any influence on
time and payment schedules agreed. Scantago
ApS is not obliged to allow a request that suspends
further work until revised terms have been agreed.
3.0. Prices and Terms of Payment
3.1. Prices shall be those set forth in the order confirmation. All prices are exclusive of taxes and other
charges, including, but not limited to, sales, use,
excise, value added and similar taxes or charges
imposed by any government authority.
3.2. Unless expressly stated otherwise in the order
confirmation, payment shall be made no later than
thirty days from the due date of payment – without
offset or deduction.
3.3. Scantago ApS is entitled to reimbursement for
all pre-approved expenses, including travel expenses, reasonably incurred in the performance,
upon submission and approval of written statements and receipts in accordance with the then
3.4. Prices are to be adjusted in compliance with
price trends once a year as of April 1st.
3.5. Changes in an agreed budget that reasonably
exceed the total budget imply the Partners’/Costumers’ consent before incurring costs.
3.6. Partners/Costumers must submit such financial
information from time to time as may be reasonably
requested by Scantago ApS for the establishment
or continuation of payment terms. Scantago ApS
may at any time change agreed payment terms
without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of
credit or otherwise.
3.7. If Partners/Costumers fail to pay any invoice
within seven calendar days of the due date of payment, Scantago ApS may suspend delivery of any
order or any remaining balance thereof until payment is made or terminate delivery of any order or
any remaining balance thereof by providing written
notice of termination within seven calendar days of
the expiration of the grace period. Further, Scantago ApS may charge interest from the due date to
the date of payment at the rate of 2 % per month.
This shall be in addition to, and not in limitation of,
any other rights or remedies to which Scantago
ApS are or may be entitled at law or in equity.
4.0. Terms of Installing, respectively Service
4.1. Unless, expressly stated otherwise in the order
confirmation, all service shall be performed in accordance with a separate Specification agreed in
writing and subject to the Partners’/Costumers’
payment of agreed fees.
4.2. Scantago ApS reserve the right to make
changes in the Specification.
4.3. Scantago ApS provides continuous assessment, including a summary of the results achieved
and assessment of the progress made towards
completion of the project.
5.1. Scantago ApS consults and manages projects
concerning installing respectively service of production equipment for use in the pharmaceutical and
5.2. Scantago ApS does not manufacture products.
5.3. Scantago ApS make no warranty. If and when
an Agreement, has been signed by both Parties
Scantago ApS warrants Service within 12 months,
unless Services is to be made abroad, then Scantago ApS provides the necessary components,
while the Partner/Costumer themselves are in
charge of and responsible of implementing it. Scantago ApS makes no warranty for implementation
done by a third party.
5.4. Scantago ApS makes no warranty if all efforts
neither in delivering required or expected result, fail
nor for the costs defrayed in vain.
6.0. Limitation of Liability
6.1. No Party will be entitled to, nor liable for, indirect, special, incidental, consequential or punitive
damages of any nature, including, but not limited to,
business interruption costs, loss of profit, removal
and/or reinstallation costs, re-procurement costs,
loss of data, injury to reputation or loss of Customers.
6.2. Scantago ApS shall only be liable for a delay
that has been explicitly agreed on in writing and
only a delay provided solely by Scantago ApS.
6.3. Scantago ApS shall not be liable for any claims
based on compliance with Partners’/Costumers’
designs, specifications or instructions or repair,
modification or alteration of any goods by Parties
other than Scantago ApS for use in combination
with other goods.
6.4. Scantago ApS shall not be liable, if a Partner/
Costumer or a supplier set aside any type of legislation, including certification requirements.
6.5. Scantago ApS shall not be liable for any type of
6.6. Giving rise to such claim irrespective of the
nature of the claim, whether in contract, tort, warranty or otherwise, recovery from Scantago ApS for
any claim shall not exceed 10 % of the price of the
order, that have been delayed.
6.7. Claim shall be presented in written within 6
months from the Partners’/Costumers’ notice of the
7.0. Independent Contractor
7.1. Scantago ApS as an independent contractor
renders Services. An Agreement does not create
an employer-employee relationship between the
Scantago ApS and the Partner/Costumer.
7.2. Scantago ApS shall have no right to receive
any employee benefits provided by the Partner/
Costumer to its employees.
7.3. Scantago ApS shall when operating in unfamiliar places – and submitted by Scantago ApS in writing – obey and follow safety instructions, provided
by a Partner/Costumer and vice versa.
7.4. An Agreement does not authorize Scantago
ApS to act for a Partner/Costumer as its agent or to
make commitments on behalf of the Partner/Costumer.
7.5. Scantago ApS’ use of a supplier shall be approve by the Partner/Costumer in writing.
7.6. When, using an approved supplier Scantago
ApS’ liability is limited to authorising the Partner/
Costumer to pose a potential claim directly towards
the supplier to the Partner’s/Customer’s exclusive
benefit and own risk and expenses. The Partner/
Customer shall indemnify Scantago ApS for any
claims from Scantago ApS’ supplier to the extent
such claims are derived from the Customer’s acting
on Scantago ApS’ authorisation. Upon request and
subject to reimbursement of reasonable costs,
Scantago ApS will support the Customer in its pursuit of such claims.
8.0. Indemnification – Product liability et al.
8.1. Scantago ApS shall not be liable if a Costumer
puts in not authorized products. For personal injuries and damage to consumers’ goods, Scantago
ApS remains liable in accordance with applicable
mandatory laws, however, Scantago ApS disclaims
all liability for damage arising from the fact that recognised scientific and technical expertise used later
proves to be incorrect or defective.
8.2. When a Partner/Costumer, including employees, costumers etc. puts in not authorized products,
the Costumer shall indemnify Scantago ApS for any
loss or damage it may cause.
9.0. Termination of Services
9.1. Unless otherwise agreed in writing, each Party
may terminate Scantago ApS’ Services with a written notice of 3 months to June 30th or December
10.0. Force Majeure
10.1. Either Party shall be excused from any delay
or failure in performance if caused by reason of any
occurrence or contingency beyond its reasonable
control, including, but not limited to, acts of war, fire,
insurrection, strikes, lock-outs or other serious labor
disputes, riots, earthquakes, floods, explosions or
other acts of nature.
10.2. 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 of such excusable interruption. When such events have abated, the Parties’ respective obligations shall resume. In the
event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either Party shall have the right to terminate the applicable contract(s) of sale, without
liability, upon thirty calendar days’ prior written notice to the other Party.
11.1. Scantago ApS shall maintain at its sole expense liability insurance covering the performance
of the Services. Such insurance coverage shall
have limits and terms reasonably satisfactory to
12.0. Non publicity
12.1. Each Party agree not to disclose the contents
of the order to any third party without the prior written consent of the other Party except as required by
law or court order.
13.0. Governing Law and Dispute Resolution
13.1. Agreement shall be governed by and construed in accordance with the laws of Denmark,
with out giving effect to any choice of law or conflict
of law provisions. The Parties consent to the nonexclusive jurisdiction and venue in the Copenhagen