Terms of Trade

B2B ONLY – NO PURCHASES VIA THE WEBSITE
These terms apply solely to business customers. The website is an information and contact channel; a binding agreement is only entered into upon a written order confirmation or a separately 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 must be read together with AutoMax’ quotations, order confirmations, product documentation and any separate agreements.

The terms below constitute AutoMax ApS’ general terms of trade and delivery for business customers.

1. Application, definitions and basis of agreement

1.1 These terms of trade 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 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, aids and other physical products supplied by AutoMax. “Services” means, among other things, advice, development, installation, adaptation, repair, service, training and documentation. “The Agreement” means the entire basis of agreement between AutoMax and the Buyer.
1.4 The Buyer’s own purchasing, delivery or standard terms do not apply unless AutoMax has expressly accepted them in writing.
1.5 In case of conflict, the documents rank in the following order: (1) a separately signed agreement or distributor agreement, (2) AutoMax’ order confirmation, (3) AutoMax’ quotation, and (4) these terms. A specific written agreement thus takes precedence over the standard terms.

2. Website, quotations, orders and formation of agreement

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 no binding purchase agreement can be entered into on the website.
2.2 An inquiry via contact form, email, phone or other channel is merely a request. A binding agreement is only entered into once AutoMax has sent a written order confirmation, or once the parties have signed a separate agreement.
2.3 A written quotation from AutoMax can be accepted within 30 calendar days from the date of the quotation, unless otherwise stated in the quotation. The quotation is subject to AutoMax’ final written order confirmation, unless it is expressly stated that the quotation is binding in itself.
2.4 The Buyer must check the order confirmation and notify any discrepancies in writing without undue delay and no later than 2 working days after receipt. The order confirmation then forms the basis for AutoMax’ further performance.
2.5 AutoMax may carry out a credit assessment, require prepayment, 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 of delivery, specifications, quantity, configuration, accessories, documentation and any Services are set out in the order confirmation.
3.2 Illustrations, photos, colour samples, wood samples, models, demonstrations, catalogue information and approximate measurements are for guidance only, unless expressly made part of the Agreement. Approved technical specifications, labels and instructions for use take precedence.
3.3 AutoMax may make non-material changes to design, materials, components, dimensions or workmanship where the change is due to product development, supplier circumstances, safety, regulatory requirements or production considerations, provided the agreed main 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, as well as customary production and dimensional tolerances, are not defects when 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’ trademarks or other distribution rights. Such rights require a separate written agreement.

4. Buyer’s information and cooperation

4.1 The Buyer must promptly provide AutoMax with accurate and complete information necessary for the delivery, including information on 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 Buyer’s information. The Buyer bears the risk of errors, delays and additional costs caused by 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 use, 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, power, 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, dispatch, travel time, driving, accommodation, installation, regulatory processing, inspection, registration and other costs, unless expressly stated otherwise in the quotation or order confirmation.
5.2 The price covers only the Products and Services expressly stated in the order confirmation. Extra work, changes and additional deliveries are invoiced separately.
5.3 New or increased public duties, customs rates or statutory fees that come into force after the Agreement is entered into and directly relate to the delivery may be added to the agreed price.
5.4 If delivery or performance is delayed 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 for documented additional costs and price increases resulting from the delay.

6. Payment and security

6.1 Payment must be made in accordance with the order confirmation or invoice. If no payment deadline is specified, the payment term is 14 days net from the invoice date.
6.2 AutoMax may require full or partial prepayment, in particular for custom-made or individually adapted Products, larger projects, export orders, new customers or orders with specially purchased components. Production or purchasing will not commence until the agreed prepayment has been received.
6.3 In the event of late payment, default interest is calculated from the due date at the rate applicable under the Danish Interest Act from time to time. AutoMax may also charge lawful reminder, compensation and collection costs.
6.4 The Buyer may not set off or withhold payment based on a counterclaim unless the counterclaim has been recognised in writing by AutoMax or finally established by a court judgment or arbitral award.
6.5 In the event of late payment, a material deterioration in the Buyer’s creditworthiness, or reasonable doubt about the Buyer’s ability to pay, AutoMax may suspend ongoing work, withhold deliveries and demand prepayment or other adequate security.
6.6 AutoMax retains title to delivered Products until all amounts relating to that delivery have been paid in full, to the extent such retention of title is valid under applicable law.

7. Changes, cancellation and termination of orders

7.1 A confirmed order is binding. Changes or cancellation require AutoMax’ prior written consent.
7.2 Custom-made, individually adapted, installed or specially sourced Products cannot be cancelled or returned once design, 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 obligations, freight, administration and depreciation.
7.4 Changes may result in adjustments to price, delivery time, specifications, documentation and regulatory matters. AutoMax is only bound by a change once it has been confirmed in writing.

8. Delivery, delivery time and risk

8.1 The delivery date is stated in the order confirmation. Unless a date is expressly stated as fixed and decisive, delivery times are estimates provided subject to normal production and supplier capacity.
8.2 AutoMax may make partial deliveries and invoice these separately, where reasonable and not causing significant inconvenience to the Buyer.
8.3 Unless otherwise agreed, delivery takes place from AutoMax’ address in Vorbasse. Freight and transport insurance are paid by the Buyer. Risk passes to the Buyer once the Product has been made available to the Buyer for collection or handed over to the first carrier, if AutoMax arranges transport at the Buyer’s expense.
8.4 If, under the Agreement, AutoMax is to install or assemble the Product before it can be used, delivery of the installed part is deemed to have occurred upon completion notice and handover, unless otherwise agreed.
8.5 If the Buyer does not collect or receive the delivery at the agreed time, risk passes upon AutoMax’ notice 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 caused by the Buyer’s circumstances result in a corresponding extension of AutoMax’ deadlines and entitle AutoMax to payment for waiting time, extra transport, rescheduling and other additional costs.
8.7 In the event of a material delay solely attributable to AutoMax, the Buyer may give written notice of a reasonable additional period of at least 10 working days. If delivery has still not taken place by the expiry of this additional period, the Buyer may terminate the delayed and not-yet-delivered part of the Agreement. The Buyer has no remedies for delay other than those set out in these terms, unless mandatory law provides otherwise.

9. Installation, adaptation, service and approvals

9.1 Installation, adaptation, service, training, testing, inspection, registration and regulatory approval are only included if expressly stated in the order confirmation.
9.2 Work is generally carried out during AutoMax’ normal business hours. Work outside normal business hours, emergency call-outs and additional visits are invoiced at the applicable rates.
9.3 Hidden or unforeseen circumstances, including previous modifications, corrosion, wear, defects in the Buyer’s or third parties’ equipment, incompatibility or deviations from the information received, may result in extra work and extended delivery time.
9.4 The Buyer is responsible for necessary permits, inspections, registrations and approvals, unless AutoMax has expressly 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 is deemed delivered once AutoMax has given notice of completion and the agreed main function can be used. Minor matters that do not materially prevent safe use do not entitle the Buyer to refuse delivery but will be recorded and remedied by agreement.

10. Inspection on receipt and complaints

10.1 The Buyer must, immediately upon receipt, check the quantity, identity, packaging and visible condition of the delivery and thereafter carry out a professionally sound examination as soon as possible.
10.2 Visible transport damage must be noted on the consignment note upon receipt and reported to the carrier and AutoMax in writing no later than 2 working days after delivery.
10.3 Visible defects, incorrect deliveries and quantity discrepancies must be reported in writing no later than 5 working days after delivery. Hidden defects must be reported without undue delay and no later than 5 working days after the defect was or should have been discovered.
10.4 In any case, complaints 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 or invoice number, the Product’s item and serial number, a precise description of the issue, and relevant photos, video, measurements and information about the use.
10.6 Safety-related incidents, suspicion of serious risk and incidents involving medical devices must always be reported immediately in accordance with clause 13, regardless of the general complaint deadlines.

11. Remedy and limitations of warranty

11.1 In the event of a timely and valid complaint, AutoMax has the right, at its own discretion, to examine the Product and remedy the defect, replace it, 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 sound solution.
11.2 The Buyer must give AutoMax and AutoMax’ partners the necessary access for examination and remedy. A Product must not be repaired, modified, disassembled or returned without AutoMax’ prior written instruction.
11.3 AutoMax does not cover defects or damage caused by normal wear and tear, wear parts, incorrect or inadequate maintenance, incorrect storage, overload, accidents, misuse, use contrary to instructions for use or intended purpose, unauthorised modification or repair, use of non-approved parts, incorrect assembly by others, incompatible equipment or other circumstances beyond AutoMax’ control.
11.4 Cosmetic issues, natural material variations and minor deviations that do not affect safety, function or material durability are not covered.
11.5 Replaced parts belong to AutoMax unless otherwise agreed. For a repaired or replaced part, the complaint period runs 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 following AutoMax’ prior written return authorisation, using the return number provided by AutoMax and the agreed method of transport.
12.2 Approved returns are sent at the Buyer’s expense and risk and must be unused, undamaged, cleaned and properly 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 are not accepted for return unless the return is part of AutoMax’ remedy of a valid 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 special 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 must not remove, hide, alter or replace CE marking, UDI, serial number, product label, warnings or manufacturer information. Repackaging, relabelling, translation, modification, repair or assembly that may affect conformity may only take place with AutoMax’ written approval and in compliance with applicable rules.
13.4 Dealers, distributors and institutional Buyers must maintain the traceability required by law and the Agreement, including the ability to identify recipients and relevant product and serial numbers. Records must be provided to AutoMax without undue delay in the event of 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. For matters that may involve serious risk, notification must be immediate and no later than the next working day. The Product and relevant documentation must be preserved until AutoMax has given other instructions.
13.6 The Buyer must cooperate in good faith regarding investigations, safety notices, suspension of sale or use, corrective actions and recalls. Costs are allocated according to the cause of the matter and the parties’ responsibility, 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 a specific individual clinical outcome.
13.8 The Buyer must, before ordering, state the destination country and required languages. The Product must not be marketed or re-exported to a country where required registrations, labels, languages or other legal requirements are not met.
13.9 Inclusion in a public subsidy, reimbursement, aid device or tender system, as well as approval by an authority, insurer or health fund, is only covered if AutoMax has expressly undertaken this in writing. Purchase of a Product does not in itself guarantee 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, photos, manuals, test material and other intellectual property rights belong to AutoMax or AutoMax’ licensors.
14.2 The Buyer is only granted a non-exclusive right to use the supplied documentation to the extent necessary for lawful use, maintenance or agreed resale of the Product.
14.3 Material must not be copied, published, altered, translated, disclosed to third parties, used for competing products or used for reverse engineering beyond what mandatory law permits, without AutoMax’ written consent.
14.4 AutoMax’ name, logos, product names, images and marketing material may only be used by dealers and distributors with written permission and in accordance with AutoMax’ brand and product guidelines in force from time to time.
14.5 Rights to customer-specific development, tools, prototypes and technical solutions 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 confidentially and may only use it for the performance of the Agreement.
15.2 The confidentiality obligation does not apply to information that is demonstrably 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 applies for 5 years after termination of the Agreement. For trade secrets, the obligation applies for as long as the information retains the character of a trade secret.

16. Liability and limitation of liability

16.1 AutoMax is liable in accordance with the general rules of Danish law, subject to the limitations set out in these terms.
16.2 AutoMax is not liable for indirect losses or consequential damages, including loss of operation, loss of profit, lost earnings, lost savings, loss of data, goodwill, contracts or market opportunities, and expenses for replacement purchases or internal administration, unless mandatory law provides otherwise.
16.3 AutoMax’ total liability in connection with a delivery is 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 do not apply in cases of intent or gross negligence, personal injury, or to the extent liability cannot lawfully be limited, including mandatory product liability.
16.5 The Buyer must indemnify AutoMax against third-party claims arising from the Buyer’s or a subsequent link in the sales chain’s unauthorised modification, relabelling, repair, assembly, marketing, medical claims, export, storage, instruction or use contrary to the Agreement, legislation or AutoMax’ instructions.
16.6 AutoMax is not liable for lack of subsidy, reimbursement, regulatory approval, tender acceptance or insurance coverage, unless AutoMax has expressly and in writing guaranteed a specific outcome.

17. Force majeure

17.1 AutoMax is not liable for failure or delay in performance caused by circumstances beyond AutoMax’ reasonable control, including war, terrorism, epidemic, fire, flood, natural events, strikes, lockouts, government intervention, import or export restrictions, shortage of energy, raw materials or transport, cyberattacks, significant IT or communication breakdowns, and delay or failure by subcontractors due to such circumstances.
17.2 The affected obligation is suspended for as long as the impediment continues, and the delivery time is extended by a reasonable period. AutoMax must inform the Buyer without undue delay if a force majeure event is expected to have a material impact.
17.3 If the impediment has lasted more than 90 consecutive days, either party may terminate the affected, not yet performed part of the Agreement in writing. However, the Buyer must pay for Products already delivered, Services already performed, and custom-made or specially purchased parts that cannot reasonably be used for other orders.

18. Legal trade, export and sanctions

18.1 The Buyer must comply with applicable rules on product safety, medical devices, anti-corruption, export control, customs, economic sanctions and trade with restricted countries, persons and end users.
18.2 The Buyer must not, directly or indirectly, sell, export, re-export or make available Products or technology in breach of applicable sanctions or export restrictions.
18.3 AutoMax may suspend or refuse a delivery if, in AutoMax’ reasonable assessment, carrying it out could be unlawful or expose AutoMax or its partners to sanctions or compliance risk.

19. Personal data

19.1 AutoMax processes contact, order, delivery, service and payment information about the Buyer’s employees and contact persons as part of the customer relationship, administration, documentation, security, warranty and statutory obligations.
19.2 Processing takes place in accordance with AutoMax’ privacy policy in force 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 A party may terminate the Agreement in the event of the other party’s material breach, if the breach is not remedied within 10 working days after written notice, where the breach can be remedied.
20.2 AutoMax may, with immediate effect, suspend or terminate the Agreement in the event of material payment default, unlawful use or export, unauthorised modification or marketing, serious safety or compliance risk, or infringement of AutoMax’ intellectual property rights.
20.3 Upon termination, all outstanding amounts become due immediately. Provisions on payment, confidentiality, intellectual property rights, traceability, safety, liability and governing law survive termination of the Agreement to the extent their nature so requires.

21. Governing law, CISG, venue and other provisions

21.1 The Agreement is 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) does not apply.
21.2 The parties must first attempt to resolve any dispute through good-faith negotiations. If the dispute cannot be resolved, it must be settled by the ordinary Danish courts, with AutoMax’ venue as the agreed jurisdiction, unless mandatory rules provide otherwise.
21.3 If a provision is or becomes invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid provision shall be replaced, to the greatest extent possible, by a valid provision that most closely reflects the intended commercial result.
21.4 The version of these terms referred to in AutoMax’ quotation or order confirmation applies to the Agreement. Subsequent amendments do not apply to already confirmed orders unless the parties agree otherwise in writing.

Contact regarding orders, complaints and safety matters
AutoMax ApS | Østergade 62, DK-6623 Vorbasse | +45 4040 4495 | mail@automax.dk