These Terms and Conditions for Vendor (“Terms and Conditions”) apply to all agreements made between Lyras A/S (hereafter “Lyras”) and the vendor (hereafter “vendor”) such as (but not limited to); quotations, orders, and contracts for Lyras’ products and associated services. As used in these Terms and Conditions, the word “Product” includes all hardware, parts, components, software, customer specific solutions and options. These Terms and Conditions will also apply to other agreements, e.g., rental, leasing, consultancy, and service agreements, between Lyras and the Vendor. If a legal subject is not covered by these terms and conditions of Vendor and delivery, the general conditions for the supply of mechanical, electrical, and electronic products (Orgalime S 2012) shall apply.
General the Vendor must only send orders or make supplementary service for Lyras when a requisition number is provided, a purchase order has been sent, or an agreement has been made with a employee at Lyras.
Cancellation of order may happen completely or partially because of the Vendors delinquency according to the agreement. This applies to all orders, regardless of any other agreements. Significant delinquency is e.g., in the following statements: The Vendors delinquencies regarding commitments (this does not apply for bankruptcy), the vendors non-material breach of the agreement which in combination with one or more non-material breaches constitutes a material breach of the agreement, repeatedly and/or abusive delinquency of demands regarding Danish law. If a Significant delay of an order occurs even if the Vendor has been informed about the delay and/or if Lyras sees a significant delinquency concerning an order, Lyras must be notified at once in writing by the Vendor and the Vendor must support Lyras to find a resolution with the delinquency within reasonable time. Should this not occur, then Lyras can cancel the order and demand compensation for current loss or damages. By cancellation of an order the Vendor is only entitled to payment of components and services which are flawless, but no compensation or repayment will be provided for the part of the components and services that are not delivered. Lyras is entitled to receive components (complete or incomplete) regarding the service that Lyras is paying for.
Defects in orders and components are the vendors responsibility, according to the Danish Sales Law and Danish case-law. The vendor has the burden of proof of questionable defects, deficiencies and neglect for the components or service. The vendor pays for all the costs that are associated with the deficiencies. This also applies if Lyras and the vendor agree that the defect can be repaired at the buyers’ place or by a local entrepreneur.
Delivery terms are determined in writing between Lyras and Vendor. When the order is at Lyras disposal at a place of allocation agreed between the Vendor and an employee at Lyras, the delivery is confirmed. For alle deliveries there must be an accompanying document for the shipment, which shows component description, quantity, Lyras’ reference no, contact person at Lyras and place of supply of components.
Delay for deliveries have a big impact for Lyras. If the Vendor learns about a delay in the delivery of a good or service to Lyras, the Vendor must inform Lyras as fast as possible regarding the reason for the delay and provide a new delivery date as soon as possible for Lyras. Lyras will then make an assessment if the purchase will be maintained.
Delinquency of an agreement between the Vendor and Lyras gives Lyras the right to compensation for any loss according to Danish case-law and demand proportional rejection, contra-accounting the invoice or total replacement of order.
07 Environment, ethics and social responsibility
Environment, ethics, and social responsibility are important for Lyras. The Vendor and potential subcontractors are obligated to ensure that employee’s salary and employment conditions are no less than the collective agreement, law, or administrative regulations for work within the same business or industry, in the same region. Lyras does not accept forced or child labor, it must be eradicated. Established ILO-conventions and other principles from FN Global Compact must also be followed by the Vendor and subcontractors. The Vendor must also be able to provide any information that Lyras requires regarding employees that work on Lyras’s projects/orders, to minimize the risk for undeclared and illegal labor.
Lyras has a desire to accelerate the reduction of CO₂ emissions within the global liquid processing industry. Therefore, the focus is to investigate and map sources for CO₂ emissions, identify the potential areas of improvement for a reduction in our environmental impact.
General Data Protection Regulation (GDPR) compliances is a requirement for Lyras’ vendors to follow within the legislation for personal data processing. The vendor must document all processes of personal data processing. By exchange of personal data from external parties there shall be an agreement for processing of data in-between the parties, which must be continually secured and followed by all parties. There must exist a procedure for how to systematically correct or delete personal data. All employees who handle personal data processing must understand and follow the GDPR.
09 Invoices and credit notes
Invoices and credit notes are sent by email to Lyras’ [email protected] without any fees and always in a PDF-file. The invoice must be received within a reasonable time at Lyras, where normal legal practice dictates what is within a reasonable time. The invoice must have a requisition number, and there must be one requisition number for each sent invoice. The requisition number must be written in a separate field – from other text fields with information. There must only be one PDF-file invoice per email and the subject field must contain the company name and invoice number. The invoice must only contain one requisition and have the following information also: invoice date, invoice number (to identify the invoice at vendor and Lyras), vendors VAT identification number and address, Buyer’s name and address, quantity and description of the delivered components or the extent of the delivered supplementary service, date for delivery or when the service is made or completed (according to the extent that the date is different from the invoice date, the VAT assessment base and the current VAT rate, price per component without fees, potential price reduction, bonus’ and discounts and the amount of value added tax.
Lyras requires additional information about who is the contact person both at the Vendor and Lyras, quote number if the invoice is created in extension of a quote or special agreement between Lyras and the Vendor. Other taxes, fees or duties must also appear on the invoice.
10 Lyras’ property rights
Lyras’ property rights are for all material that is delivered by Lyras to the Vendor to secure an order or service for Lyras. These materials must always be marked as Lyras’ property. E.g., objects, copyrights, intellectual property, and other designs that are produced at Lyras. Vendors also have confidentiality regarding Lyras projects and orders.
11 Order confirmation
Order confirmations must be sent to Lyras’s mail [email protected], within 48 hours. In the order confirmation the component specification, quantity, description, reference no., delivery time and place and the unit price for the components must be written. An order is binding when the request is confirmed by the Vendor, this can be though an automatic email, verbally or in writing.
Packaging complies with EU’s and Danish law regarding packaging. All material for packaging must be easy to separate from the individual material types, for recycling – e.g., carton, plastic, and paper. Packaging of more than one plastic material must also be made easy to separate. The vendor must inform Lyras about the possibilities for recycling of packaging and usable materials. It must be possible to sort the packaging as normal household garbage.
Steel components which are not packaged in a proper way and arrive with transportation damage or surface damages will not be accepted by Lyras and Lyras reserves the right to not receive the components or return the components to vendor at the Vendors cost.
In addition to the requirements that are listed below there can further requirements for protective packaging in cases with specific surface treatments, which is defined for each component. These requirements will be defined in documentation such as drawings and technical documents.
The following is required for packaging for steel components:
- When the steel is sent on pallets, then there must always be pallet collar around the sides
- Components which are fixed with a strap must have a protection layer in between, if there are marks or damages it is considered transportation damage
- If the components are exposed to wind and weather, they must be properly protected so it does not affect the components, if the components are affected by the weather it is considered as a transportation damage
- Open processed tubes must be protected by the ends, to avoid contamination of the inner processed surface
Bigger steel components (Greater than or equal to 80x40x30 cm)
- Must be packaged individually on pallets (one component for each pallet)
- If the component does not fit a standard EUR-pallet, it must be placed on a bigger or special made pallet
- Components must not be bigger than the pallets, they are delivered on. The components must at least have 5 cm distance to the pallets edged on all sides, which is confirmed with Lyras before shipment
Medium sized steel components (Greater than or equal to 30x30x20 cm and less than 80x40x30 cm)
- Must be shipped on a pallet
- The components that are stacked must be packed with a protective layer in between each layer and individual also be protected
Smaller steel components (Less than or equal to 30x30x20 cm)
- If multiple parts are packaged in a box, there must be a separation layer in between the parts. If there already is a protective packing material around the parts, the separation lawyer will not be necessary
These packaging conditions are the minimum requirements unless otherwise agreed between Lyras and the Vendor.
Payment conditions are 60 days EOM unless otherwise agreed.
Return of components due to defects and deficiencies will be paid by the Vendor if there are any cost or risks related to the defect.
Subcontractors that are used by the Vendor must be accepted in writing by Lyras.