Terms of Sale and Delivery for Optical Thin Film Products Sold in
Delta Optical Thin Film’s Optical Filters Web Shop
D-TSDO 011112

  1. Legal effect
    1. These terms of sale and delivery D-TSDO 011112 apply to all sales of optical thin film products from the Optical Filters Web Shop (the “Web Shop”) of Delta Optical Thin Film A/S (“Delta”). By placing an order in the web shop you agree to these terms.  
  2. No sale to consumers
    1. Delta’s web shop is not open to consumers. By placing an order in the Web Shop you solemnly declare that you are not subject to any law or provision of law on consumer protection and agree to indemnify and hold harmless Delta for any costs incurred should this declaration prove to be false.
  3. Prices
    1. All products are sold at the prices stated in the web shop when the order is placed.  Shipment and handling is charged separately. Information on the cost of shipment and handling is available in the web shop. Product prices and shipment and handling costs are stated in EUR and exclusive of VAT.
  4. Payment
    1. Orders must be prepaid by one of the credit cards specified in the Web Shop when the order is placed or may if so stated in Web Shop be prepaid to Delta’s bank account according to instructions there published.
  5. Confirmation and cancellation of orders
    1. Delta may at its discretion accept or reject orders placed in the Web Shop. Receipt of an order is acknowledged automatically by e-mail but does not constitute acceptance of the order. Acceptance or rejection of an order will be communicated by a separate e-mail. If an order is rejected Delta shall refund any prepayment made with respect of that order. Delta may cancel orders previously accepted if payment made to Delta’s bank account is not available to Delta on the due date or if payment made by credit card is annulled or rejected.
  6. Delivery
    1. Delta attempts to provide up to date information as to which products are on stock but does not provide information on the number of products on stock. If information on products on stock is missing in the Web Shop or if information on the number of products on stock is required such information may be requested from Delta by e-mail. However, Delta does not guarantee that information provided will still be valid at the time of order.
    2. Products ordered from stock will usually be shipped from Delta no later than 2 (two) workdays from confirmation of payment. If certain products are not on stock or if the number of products ordered exceeds the stock available Delta will inform you on the expected shipment schedule by e-mail and consider this shipment schedule to be agreed by you unless the order is cancelled in its entirety and without delay by e-mail.  Partial cancellation of an order shall be considered cancellation of the order in its entirety unless otherwise agreed in writing prior to cancellation.
    3. Should shipment of products from Delta be delayed by more than 7 (seven) workdays beyond the date of shipment to be expected according to the information provided by Delta you may cancel the order for the products delayed. However, if the shipment of products has already been made when Delta receives your notice of cancellation the cancellation shall become invalid.
    4. Delta delivers products CIP, Carriage and Insurance Paid, Incoterms 2010, to a delivery address specified by you. Delivery shall be by post or reputable courier service. Irrespective of prior acceptance of an order Delta may cancel the order if Delta estimates that delivery will be illegal, impossible, risky or unusually burdensome.
    5. If an order or part of an order is cancelled by you or Delta according to Articles 6.2 to 6.4 inclusive Delta shall refund any amount paid in respect of the order or part of the order cancelled but shall otherwise have no obligations towards you with respect to that order or Delta’s performance of the order.
    6. Delta shall not be liable for delays in transport following shipment from Delta.
    7. If products cannot be delivered by the postal or courier service used for transport because of actions or inactions on your part delivery shall nonetheless be deemed to have been made.
  7. Warranty
    1. Delta warrants that products offered in the Web Shop conform to all legally binding norms and standards valid in the EU at the time of purchase.
    2. Delta warrants that the products themselves do not infringe on third party intellectual property rights but provides no warranty that a specific application of the products will not constitute an infringement.
    3. Delta warrants that products delivered will conform to the product specifications published in the web shop at the time of purchase. Delta does not warrant that the products will be fit for any particular purpose.
    4. Delta warrants that the products delivered shall be free from defects in material and workmanship for a period of eleven years (all-dielectric UHC filters) or two years (all other filters) from the date of purchase except that no warranty shall apply to defects resulting from (i) improper use (e.g. subjecting a product to unusually intense radiation or extreme environmental conditions) or (ii) physical abuse (e.g. scratching the product or impacting the product with hard objects) or (iii) chemical abuse (e.g. subjecting the products to chemicals degrading the product) or (iv) any forms of modification of the product or (v) improper storage or (vi) normal wear and tear.
    5. A claim under the warranty provided by Delta according to Articles 7.1 to 7.4 inclusive (the “Warranty”) must be submitted to Delta in writing immediately upon discovery of the basis for the claim and must be accompanied by proof of purchase and the product(s) supposed to be defective. Failure to comply with this provision shall render the claim invalid.
    6. In the case of a valid claim under the Warranty Delta shall replace the defective product with an identical or equivalent product or at Delta’s discretion refund the original purchase price of the defective product. This replacement or refund shall be Delta’s only obligation and your only remedy in the case of a claim under the Warranty.
    7. Products replaced under the Warranty shall become the property of Delta. The warranty period for replacement products shall be the remaining warranty period for the products replaced.
  8. Liability
    1. Delta is solely liable for loss or damage if proved that the loss or damage is due to gross negligent errors or omissions on the part of Delta in connection with the products sold or specifications stated and otherwise subject to the limitations provided for by these terms of sale and delivery D-TSDO 011112.
    2. Delta is not liable for operating loss, loss of time, loss of profits or similar indirect loss and assumes no liability for non-performed sales agreements.
    3. In no event may Delta's total liability for personal injury, damage to property and financial loss exceed the actual contractual amount or DKK 5,000,000, whichever is lower.
    4. Delta's liability in damages ceases three years after shipment of products.
    5. In the event that parties other than you raise claims for damages against Delta, you must indemnify Delta against all costs, including legal costs and amounts awarded in damages exceeding the claims which you may raise against Delta according to these terms of sale and delivery D-TSDO 011112.
  9. Force majeure
    1. Delta is not liable for non-fulfilment of obligations if the non-fulfilment is due to force majeure.
    2. Force majeure events are events outside the control of Delta which occur after Delta’s confirmation of an order and which could not reasonably have been foreseen at the time of confirmation and whose consequences cannot be overcome by Delta or which cannot be overcome without making fulfilment of the order unreasonably onerous.
    3. Force majeure includes, but is not limited to, war, revolt, terrorism, civil unrest, epidemics, natural disasters, fire, general scarcity of goods or restrictions in supply, labour conflicts and export, import or currency restrictions irrespective of whether such events affect Delta or sub-suppliers of Delta.
  10. Confidentiality
    1. Delta will keep confidential (i) the identity of its customers and (ii) information on products purchased and (iii) any and all other information received from the customer in connection with a sale from the Web Shop.
    2. Notwithstanding Clause 10.1 above, Delta will comply with any statutory requirements in respect of the disclosure of information.
  11. Non-exercise of rights
    1. Delta's non-exercise or non-enforcement of a right or provision of these terms of sale and delivery D-TRU 011112 does not constitute a waiver of such rights or provisions.
  12. Invalid provisions
    1. If a provision of these terms of sale and delivery D-TSDO 011112 is deemed to be invalid by a court of law, the relevant provision must be amended and construed by such court of law to the effect that it guarantees the purpose of the original provision the best possible way as far as is permissible by law, and the remaining provisions must remain in force.
  13. Communication by e-mail
    1. An e-mail must be deemed written communication if receipt of such e-mail has been confirmed by the recipient or may be proved otherwise.
    2. Any and all written communication to Delta concerning sales, delivery, warranty issues, cancellation and other matters related to a sale through the Web Shop must be by e-mail sent to the contact address provided in the Web Shop at the time when the e-mail is sent.
    3. Written communication from Delta to you must be sent by e-mail and may at Delta’s discretion be sent to the e-mail address provided by you in the Web Shop or to the sending address of an e-mail being replied to.
    4. In the case that non-delivery of an e-mail is reported by the mail system the message not delivered may irrespective of Articles 13.2 and 13.3 be sent by registered letter. If to Delta such letter must be sent to the address stated in the Web Shop. If to you the letter must be sent to the address provided by you in the Web Shop. A registered letter shall be deemed to be received on delivery or if delivery has not been possible through no fault of the sender then at the time of attempted delivery.
  14. Changes to agreed terms
    1. These terms of sale and delivery D-TSDO 011112 may only be changed or derogated from by way of written agreement from which specifically appears that the agreement implies a change of or derogation from the terms. 
  15. Disputes
    1. All disputes arising out of or in connection with these terms of sale and delivery D-TSDO 011112 must be settled according to the substantive rules of Danish law.
    2. Any dispute arising out of or in connection with an agreement, including disputes regarding its existence or validity, must be settled by the ordinary courts, the Copenhagen City Court being the proper venue.