Legal Document — Supplier Agreement
Salbæk Technology Group
Terms and Conditions
Salbæk Technology Group — Covered Entities
DK — Holding
Salbæk Technology Holding ApS
CVR No. DK 44200384
DK — Trading
Sal-Tech Easy Packaging v/G. Salbæk
CVR No. DK 18429098
DK — ApS
Sal-Tech Easy Packaging DK ApS
CVR No. DK 44203642
HK
Sal-Tech HKG Limited
Registration No. HK 1553382
ES
Sal-Tech Embalaje SL
CIF No. B01970045
USA
Sal-Tech Easy Packaging LLC
Reg. no. 35-2776554
Business Customers Only
Sal-Tech operates exclusively on a business-to-business (B2B) basis. All goods and services are supplied solely to suppliers, dealers and other business entities acting in the course of their trade, business or profession, and not to consumers. Accordingly, statutory consumer protection law — including, without limitation, consumer withdrawal and cancellation rights, consumer guarantee provisions and other consumer-specific legislation — does not apply to this Agreement or to any Purchase Order placed under it. By entering into a Purchase Order with Sal-Tech, the Supplier confirms that it is acting exclusively in a business capacity and not as a consumer.
⚖
Supplier warrants that all products ordered by Sal-Tech comply with the purchasing conditions
stated herein. Placement of a Purchase Order constitutes full acceptance of these Terms and
Conditions by force of law.
§ 1
General
- a)The company name "Sal-Tech" ("we", "us") used in this Agreement covers all companies, subsidiaries or branches within Salbæk Technology Group as listed above. Supplier ("You") warrants that the products ordered by Sal-Tech comply with the purchasing conditions stated herein ("Agreement" or "Conditions").
§ 2
Cancellation Policy
- a)We reserve the right to cancel any order before the supply has taken place.
- b)Where wrong goods are delivered to Sal-Tech contrary to what has been ordered, Sal-Tech reserves the right to reject the item in whole, where the supplier agrees to deliver the correct goods to Sal-Tech at their own monetary expense.
§ 3
Product Specification
- a)Marking: All items must be marked with: Item number; Specification of product; Quantity; Serial number of machines/tools and alike.
- b)Packaging: All goods delivered must be securely packaged and labelled specifying the correct and accurate details of what is being delivered to Sal-Tech. Supplier warrants that all products, including packaging and their components, will be accurately labelled in accordance with applicable laws and regulations, including but not limited to the EU Packaging Directive (EU 94/62/EC).
- c)All documents enclosed with packed goods must include the following: JC No. from Sal-Tech (if missing in order email, supplier must contact the relevant person to request this number) and Purchase Order No.
§ 4
Documentation Requirements (Machines, tools and equipment)
- a)Supplier is obligated to provide the following before shipping to Sal-Tech:
- i.Preliminary electronic documentation (manuals, spare parts list, quotation, layout etc.) communicated by email, stating the correct product specification within 14 days of the order being placed but before shipment. This specification must include the HS code of each item line when exporting/importing.
- ii.Mechanical drawing readable by AutoCAD 2021 in the relevant file format for layout purposes, presenting the machine in minimum front, side and top views.
- iii.Technical service documentation including, but not limited to: test instructions; test points; expected measurements for key voltage points; repair advice for PCBs; electrical system specifications; service advice relevant to the life-span of the equipment.
- iv.For customised goods based on Sal-Tech requirements by OEM/s, the following must be submitted and approved by Sal-Tech before dispatch: (1a) a test report showing actual produced goods are aligned with the agreed specifications; (2a) a video reference clearly showing the customised machine, tools or equipment in motion completing at least 1 full cycle.
- v.Images of goods as produced and as packed ready for delivery must be submitted and approved by Sal-Tech before the forwarder collects at the Supplier's specified address.
- vi.With every machine type there must be four full sets of documentation in manual form: one to follow the machine for the end user, and three within each machine type designated for Sal-Tech's records. The latter must be packaged separately and easy to locate, or clearly stated on the packaging list and marked on the casing. All machine-related documents must be in English; otherwise written translations must be provided.
- vii.General sales materials (pictures, brochures, catalogues, videos). Product pictures must be front angle view, file format TIFF / JPG / BMP, minimum 300 DPI, white or neutral professional background, without tags or text. Video: minimum one full cycle in mp4 / wmv / 3gp format, within 14 days of order placement but before shipment.
§ 5
Guarantee (Machines, tools and equipment)
- a)Supplier has a 10-year obligation to provide spare parts for machines purchased by us. Annual price increases on spare parts are only acceptable if correlated with the Danish Net Price Index (strongly related to the HCIP EU). Higher increases indicate unfair trade and are not acceptable; prior prices apply until any disagreement is resolved.
- b)Supplier has a 2-year prior notice obligation towards Sal-Tech in the event of machine discontinuance.
§ 6
Price Lists
- a)Machines, tools, components and equipment: Must be incorporated in an Excel sheet stating the valid period. Upon termination of the valid period, a new price list must be forwarded automatically with a new valid period stated.
- b)Spare parts: Must be incorporated in an Excel sheet stating the valid period. Upon termination, a new price list must be forwarded automatically. Each product's spare parts price list must contain: Item number; Parts name; Manual page/position number; Price in the specified currency; Discount conditions/levels.
§ 7
Specifications, Drawings and Tools
- a)Any specifications, drawings and tools funded by Sal-Tech to aid Supplier in producing customised goods must be handled as follows:
- i.Documents and specifications: Must be treated as highly classified and properly filed for the next production cycle.
- ii.Drawings: Must be treated as highly classified and properly filed for the next production cycle. Sal-Tech must be informed at least 1 month beforehand of any changes in production requirements, including changes in file formats needed for production.
- iii.Tools: Must remain at Supplier's production address, kept and maintained in good condition for next use.
§ 8
Delivery and Acceptance
- a)Goods shall be delivered in accordance with the Incoterm noted in the Purchase Order — as EXW, CIF, FOB, DAP or others based on Incoterms 2020.
- b)To ensure efficient handling of logistics-related transactions, including customs clearances and any logistic concerns, all such communications must be directed to logistics@sal-tech.com.
- c)The supplier accepts strict liability to supply the goods to the destination specified in the order placed by Sal-Tech.
- d)The supplier is obliged to promptly inform Sal-Tech of where the equipment is kept when payment is met.
-
e)
The title to the goods remains vested in the supplier until two conditions have been met:
- Payment of the purchase price.
- Receipt of delivery is communicated by Sal-Tech to the supplier.
§ 9
Payment
- a)Sal-Tech commits to pay the full purchase price, including any costs in connection with a follow-up delivery and ancillary costs, within the terms set in the contract with the supplier.
- b)Minimum payment term is set to 30 days following the date on which the goods are delivered, or as stated in the written Purchase Order.
- c)Sal-Tech will make payment to the bank account stated in the invoice communicated by the supplier. All invoices and correspondence must specify Sal-Tech's JC No. and Purchase Order reference number. No orders are valid without the agreed order sum confirmed in writing.
InvoicesSubmit in PDF format to invoice@sal-tech.com
StatementsSubmit in PDF format to accounts@sal-tech.com
LogisticsAll customs & logistics queries to logistics@sal-tech.com
- d)If Sal-Tech defaults in payment, the supplier may not charge an interest rate higher than 7% per annum.
§ 10
Time
- a)Time is of the essence with regard to any agreement entered into with the supplier.
- b)All orders sent by Sal-Tech must be confirmed by the supplier in writing and must include a delivery time, particularly where goods are not readily in stock. Any changes or delays beyond the supplier's control must be discussed with Sal-Tech as soon as possible.
- c)Where it is proven to be the fault of the supplier that goods are delivered late, Sal-Tech reserves the right to reject those goods.
§ 11
Product Liability
- a)Supplier is responsible for the quality of the goods. Sal-Tech reserves the right to have the item exchanged if it consists of any defects.
- b)Products must match their specification and the standard deemed necessary for Sal-Tech to carry out its business.
- c)Supplier is liable to remedy any faults or defects in the goods as soon as a complaint is filed by Sal-Tech.
-
d)
Supplier represents and warrants to Sal-Tech that:
- i.Supplier will deliver to Sal-Tech good, exclusive and marketable title to Products, free and clear of all liens, security interests, claims and other encumbrances.
- ii.All Products shall conform to the specifications, drawings, samples and/or other descriptions furnished or approved by Buyer, shall be fit and sufficient for the purpose intended, merchantable and free from defects in design, materials and workmanship.
- iii.Supplier will comply with all applicable federal, state, local or foreign laws, rules, regulations, orders or other directives in the manufacture, sale and delivery of Products. These warranties shall survive inspection, test, acceptance and payment. Sal-Tech shall have the right to assign Supplier's warranties to Sal-Tech's customers.
§ 12
Warranty and Defects
- a)In the event that goods are rejected by Sal-Tech's customer, Supplier's 24-month guarantee becomes effective in favour of the customer, promising to repair or replace the goods.
- b)The 24-month warranty takes effect from the date the product is delivered to the address specified by Sal-Tech in the order placed.
- c)Where a faulty good not corresponding to what was ordered is delivered to Sal-Tech's customer, the supplier is liable to cover all costs for replacing and collecting the goods from the specified address.
- d)Where a product is returned due to Sal-Tech's own decision, the costs for return will be borne by Sal-Tech.
§ 13
Product Conformity with Health, Safety and Environmental Protection Legislation
-
a)
Products sold to Sal-Tech must conform with:
- i.CE regulations
- ii.RoHS
- iii.UN charters
- iv.National law of the country to which the products are shipped for use
- v.National law within the territory where the product is produced, with regard to production methods
- b)At Sal-Tech's request, supplier will certify compliance with any directive or specific law related to RoHS, WEEE, REACH or other environmental requirements, including the following instruments:
EU Packaging Directive 94/62/EC
Timber Regulation (EU) 995/2010
Stockholm Convention 2004
Montreal Protocol 1987
Basel Convention 1992
RoHS Directive 2011/65/EU
WEEE Directive 2012/19/EU
REACH Directive EC/1907/2006A
Batteries Directive 2013/56/EU
- c)Supplier is fully aware of its obligations under these Directives, including: not violating substance bans under RoHS; demonstrating compliance with Module A of Decision 768/2008/EC; keeping Technical Documentation for 10 years after last sale to Sal-Tech; affixing CE marking where applicable; providing EU Declarations of Conformity; and providing Sal-Tech with information about preparation for re-use and treatment upon request, free of charge.
§ 14
Termination
- a)At any time and with or without cause, Sal-Tech shall have the right to terminate all or a portion of the purchase order by written notice.
- b)Sal-Tech reserves the right to cancel any order that does not correspond with the requirements in Section 4 (Documentation Requirements).
- c)Sal-Tech reserves the right to cancel orders and receive refunds for completed payments if the supplier does not comply with the documentation requirements of the end user country of residence.
§ 15
Waiver
- a)Sal-Tech's waiver of any breach of any provision contained in these Terms and Conditions will not waive any other breach by Supplier. Sal-Tech's delay or failure to enforce its rights under these Terms and Conditions shall not be deemed a waiver of such rights.
§ 16
Procedures Valid in Conjunction with Our Delivery and Purchasing Conditions
- a)This document may contain technical, confidential, proprietary or legally privileged information and is intended for the addressee's use only. Any usage, disclosure, distribution, print or copying of any part of this document is prohibited unless the recipient has been granted the right in writing by Sal-Tech Easy Packaging. All copyright issues are owned by Sal-Tech Easy Packaging unless otherwise stated.
If you receive this document in error, please delete it from any computer and notify the sender. If
you suspect the document may have been altered, please notify the sender immediately. Sal-Tech Easy
Packaging does not accept liability for any damage caused by software viruses. General terms
applicable: www.sal-tech.com
§ 17
Severability
- a)In the event that any provision hereof shall be held to be invalid or unenforceable by a tribunal or court of appropriate jurisdiction, the invalid or unenforceable provision shall be deemed deleted, and the remaining part of these Conditions shall remain in full force and effect.
Supplier and Sal-Tech do hereby acknowledge and agree that the Purchase Order is placed, and these Terms
and Conditions are made, accepted and entered into by force of law.
Salbæk Technology Group — Supplier Terms and Conditions
Edition: September 2024 | Reference: PME.07.02.2024.1.E | Language: English
Invoices: invoice@sal-tech.com · Accounts: accounts@sal-tech.com · Logistics: logistics@sal-tech.com
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