Terms & Conditions
General Terms and Conditions of Sale and Delivery v. 1.1
The following terms shall apply to all quotations, sales and deliveries made by Redox-Flow ApS (hereinafter “Redox-Flow”) to you (hereinafter the “Customer”) unless otherwise expressly agreed in writing.
1. Sales, Goods, Price and Payment
1.1. Redox-Flow only sell business-to-business and it is solely the sales conditions stated here that apply. And the Customer shall be a legal business entity, public institution, educational institute, university or similar in order to make a purchase with Redox-Flow.
1.2. A binding sales contract between Redox-Flow and the Customer is created at the earlier of (1) the Customer’s receipt of Redox-Flow’s order confirmation, or (2) the Customer’s payment of the order placed by the Customer. The Customer must notify Redox-Flow in writing about any discrepancies in Redox-Flow’s order confirmation or referenced quotation within five (5) business days from receipt thereof. In the absence of such notification, or if the Customer has paid for the order, the sales contract between Redox-Flow and the Customer is binding and cannot be terminated or canceled except in accordance with these General Terms and Conditions.
1.3. The Customer purchases from Redox-Flow the goods specified in Redox-Flow’s order confirmation or referenced quotation (“the Goods”) at the price stated in the order confirmation or referenced quotation (the “Purchase Price”). Where no price is quoted, the Purchase Price shall be the price listed in Redox-Flow’s most recent price list and in force at the date of the order confirmation. 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. Unless otherwise stated in the order confirmation, terms of payment are 30 days from date of invoice. In case of late payment interest shall accrue at a rate of 1.5% per month commenced.
1.4. Unless otherwise stated in a quotation, all prices and other terms and conditions quoted are valid for 45 days only, after which time they may be altered by Redox-Flow without giving notice to the Customer.
1.5. Title in the Goods shall remain vested in Redox-Flow 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, Redox-Flow 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.
1.6. The Goods and proper use of the Goods are described in detail in the manuals which are published on the Redox-Flow website. Such manuals and information herein are an integrated part of the agreement between Redox-Flow and Customer about the sale and delivery of the Goods (the “Agreement”).
2. Intended use of Goods and safety
2.1. All Goods sold by Redox-Flow are intended solely for research, experimental development and laboratory work and must only be operated by experienced and competent personnel. For this reason, the equipment generally do not have specs on operation ranges.
2.2. Users of our equipment are encouraged to make risk analysis of the experimental procedures and make adequate mitigations to prevent accidents and minimize impact if they occur. E.g. pumps can generate pressures up to 15 bars and blocking of flow can lead to burst of tubes or similar. For this reason always ensure to keep experimental setups in enclosures or fume hoods to minimize impact if an accident should occur.
2.3. Always use proper protective equipment (such as gloves, lab coats, and eye protection) when operating any equipment.
2.4. When working with chemistry and in particular electrolysis equipment, always analyze the potential risk of fire hazards and explosions from developed gases and other chemical reactions and take necessary precautions such as proper ventilation to avoid explosive mixtures.
2.5. Redox-Flow cannot be held reliable for any damages caused by the use of the equipment.
3. Deliveries
3.1. 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.
3.2. If freight costs are not included in the order confirmation the delivery term shall be ex works (INCOTERMS 2020) Redox-Flows’s warehouse, Studstrup, Denmark
3.3. Dispatch from Redox-Flow will take place on or before a date to be agreed in writing by Redox-Flow and the Customer (the “Shipment Date”).
3.4. Redox-Flow are authorized to make full or partial deliveries.
4. Delays
4.1. If Redox-Flow anticipates that it will not accomplish the dispatch of the Goods by the Shipment Date, Redox-Flow must notify the Customer of the delay and, if possible, the estimated time of dispatch in reasonable time.
4.2. 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 Redox-Flow 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 Redox-Flow does not dispatch the Goods within the Final Period, the Customer may cancel the purchase of the Goods by written notice to Redox-Flow. In that case the Customer’s sole remedy is limited to a refund of any amounts paid to Redox-Flow for the Goods.
5. Warranty
5.1. Redox-Flow extends the following limited warranty for the Goods (the “Limited Warranty”).
5.2. Redox-Flow warrants to the Customer that the Goods will be free from defects in materials and workmanship, and that the Goods will perform according to specifications for a period of one (1) year from the date of first dispatch (the “Warranty Period”), subject to the exclusions set forth herein.
5.3. The Customer shall notify Redox-Flow of any defect that occurs during the Warranty Period no later than three (3) business days after discovery of the defect. The Limited Warranty does not apply to defects that are discovered after the Warranty Period or that are not reported to Redox-Flow within three (3) business days of discovery.
5.4. This Limited Warranty applies only to defects which appear under usual conditions of operation and under proper use of the Goods in accordance with Redox-Flow’s manuals. This Limited Warranty does not apply to damage that is caused: (a) by accident, abuse, misuse, or misapplication of the Goods; (b) by use and operation that does not comply with instructions provided by Redox-Flow; (c) by use in conjunction with goods, parts, or systems not manufactured by, or not approved in writing by Redox-Flow; or (d) by materials provided by, or a design stipulated or specified by the Customer; e) by general wear and tear, including corrosion of materials due to the chemicals and electrical potentials applied in to the materials. This Limited Warranty will terminate immediately if maintenance, repair or attempt to repair, replace or modify the Goods, carried out by other than Redox-Flow’s authorized personnel or with the written approval by Redox-Flow.
5.5. The Limited Warranty does not apply to any material considered a consumable, including, but not limited to, electrode materials, membranes and gaskets.
5.6. If a defect arises and the Customer submits a valid claim to Redox-Flow in accordance with Section 4.3, Redox-Flow, at its option, will either (i) repair the Goods at Redox-Flow or any of Redox-Flow’s suppliers at no charge to the Customer, (ii) replace the Goods with Goods that are new or refurbished, or (iii) refund the Customer the Purchase Price less a reasonable amount for usage. The remedies referenced herein are the exclusive remedies available to the Customer.
5.7. For repair or replacement of defective Goods the Customer must contact Redox-Flow for a return authorization and thereafter return the Goods to Redox-Flow for inspection in the original packaging. If defective Goods are replaced by Redox-Flow, cf. section 4.5 (ii), the Customer must return the defective Goods to Redox-Flow within thirty (30) days after the Customer’s receipt of replacement Goods. Otherwise the Customer must pay Redox-Flow the ordinary sales price of the replacement Goods in accordance with Redox-Flow’s price list at the time of the replacement.
5.8. The remedy of a defect by the repair or replacement of Goods or defective parts does not extend the warranty period for the Goods.
6. General limitations of liability
6.1. The following limitations of Redox-Flow’s liability shall apply to all Goods including electrochemical flow cells, accessories and other consumables sold by Redox-Flow.
6.2. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, REDOX-FLOW 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. IF REDOX-FLOW CANNOT LAWFULLY DISCLAIM OR EXCLUDE IMPLIED WARRANTIES UNDER APPLICABLE LAW, THEN TO THE MAXIMUM EXTENT POSSIBLE, THE DURATION OF SUCH IMPLIED WARRANTIES SHALL EXPIRE ON EXPIRATION OF THE WARRANTY PERIOD.
6.3. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REDOX-FLOW 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.
6.4. TO THE EXTENT PERMITTED BY LAW, REDOX-FLOW’S 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.
6.5. REDOX-FLOW IS NOT LIABLE FOR ANY LOSSES OR CLAIMS RESULTING FROM THE CUSTOMER NOT USING ADEQUATE SUPPLEMENTARY CONTROL MECHANISMS AND SYSTEMS SIMULTANEOUSLY WITH THE GOODS.
6.6. The Customer is aware and acknowledges that the use of parts or all of the Goods can be 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.
7. Indemnification
7.1. The Customer shall indemnify, reimburse, hold harmless, and defend Redox-Flow 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, Redox-Flow’s 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 Redox-FLow 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 Redox-FLow 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.
December, 2024
Randers, Denmark