General sales terms and conditions
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Preamble
These General Conditions shall apply
when the parties agree in writing or
otherwise thereto. Deviations from the
Conditions shall not apply unless agreed in
writing.
Packaging
Prices quoted in offers and agreements
shall, unless otherwise specified, be deemed
to include the Seller´s standard packaging.
Quantity and weight
Reservations regarding deviations from
the agreed weight or quantity shall not be
valid unless expressly agreed between the
parties.
Product information
Data contained in product information
and price lists are binding only to the extent,
that they are by reference expressly
included in the contract.
Delivery
Where a trade term has been agreed, it
shall be interpreted in accordance with the
INCOTERMS in force at the formation of the
contract. If no trade term is specifically
agreed the delivery shall be considered to be
Ex Works.
Time for delivery – delay
If delay in delivery is caused by a
circumstance which under Clause 18 shall be
considered a case of relief or by an act or
omission on the part of the Buyer, the time
for delivery shall be extended by a period
which is reasonable having regard to the
circumstances in case. The time for delivery
shall be extended even if the reason for
delay occurs after the originally agreed time
for delivery.
If the seller fails to deliver the goods on
time, the Buyer may by written notice to the
Seller fix a final reasonable time for delivery
and inform the Seller of his intention to
terminate the contract unless delivery takes
place within such final time. If delivery has
not taken place within such final time, the
Purchaser shall be entitled to terminate the
contract by written notice to the Seller.
If the delay is such as to significantly deprive the
Buyer of the benefit of the contract, or if it is
clear from the circumstances that such a
delay will occur the Buyer may forthwith
terminate the contract by written notice to
the seller.
If the buyer terminates the contract in
accordance with Clause 7, he shall not be
entitled to compensation from the Seller for
the increased cost that he incurs in
procuring corresponding goods from
another source. Any other claim from the
Buyer in respect of the Seller´s failure to
deliver in time is hereby expressly excluded.
If the Buyer does not terminate the contract,
he shall not, unless otherwise specifically
agreed, be entitled to any compensation for
the Seller´s failure to deliver in time.
Payment
Unless otherwise agreed, payments shall
be made 30 days after delivery and sending
of the invoice. If the Buyer fails to take
delivery on the agreed date, payment shall
nevertheless be made as if delivery had
taken place according to the contract.
- If the Buyer fails to pay by the agreed
date, the Seller shall be entitled to interest
from the day on which payment became due
at the rate of 1,5 % per month. - If the Buyer has not paid the amount due
within three months the Seller shall be
entitled to terminate the contract by written
notice to the Buyer.
Retention of Title
The goods shall remain the property of
the Seller until paid for in full to the extent
that such retention of title is valid under the
applicable law.
Liability for defects
During a period of two years after
delivery the Seller undertakes to deliver new
goods in replacement of any goods which
are defective as a result of faulty design,
ageing or workmanship. The new goods
shall be delivered in accordance with the
delivery terms that were originally agreed
for the faulty product that is being replaced,
including, but not limited to, delivery to the
same point of delivery as the faulty product
was originally delivered to. Products are
holding a batch number, which totally
identifies the production date. Only goods
with intact batch numbers can be replaced.
The Buyer shall without undue delay
notify the Seller in writing of any defects in
the goods. If the Buyer fails to do so he shall
forfeit his right to delivery of replacement
goods under Clause 13.
If the Seller after having received the
Buyer´s notice under Clause 14 fails to
deliver replacement goods within a
reasonable time, the Buyer may by written
notice terminate the contract in respect of
the defective goods.
If the Buyer terminates the contract he shall
not be entitled to compensation from the
Seller for any increased cost that he incurs in
procuring corresponding goods from
another source.
Same as stipulated in Clauses 13 and 15
the Seller shall have no liability for defects or
for failure to deliver replacements goods.
This applies to any loss the defect may
cause, including but not limited to loss of
production, loss of profit and any other
consequential economic loss. This limitation
of the Seller´s liability shall however, not
apply if he has been guilty of gross
negligence.
Liability for damage to property, caused
by the goods
The Buyer shall indemnify and hold the
Seller harmless to the extent that the Seller
incurs liability towards any third party in
respect of any damage for which the Seller
according to the second and third
paragraphs of this Clause is not liable
towards the Buyer:
The Seller shall not be liable for loss or
damage caused by the goods
a) to any (movable or immovable)
property where the damage occurs
while the goods are in the Buyer´s
possession, or
b) to products manufactured by the
Buyer or to products of which the
Buyer´s products form a part or for
loss or damage to any property,
where the damage is caused by
these products because of the
goods.
The Seller shall under no circumstances be
liable for loss of production, loss of profit or
any other consequential economic loss.
The above limitations in the Seller´s liability
shall not apply where the Seller has been
guilty of gross negligence.
If a claim for loss or damage as described in
this Clause is raised by a third party against
either party to the contract, the latter shall
forthwith notify the other party thereof.
The Seller and the Buyer shall be mutually
obliged to let themselves be summoned to
the court or arbitral tribunal which examines
claims against either of them, where the
claim is based on damage alleged to have
been caused by the goods. The liability as
between the Seller and the Buyer shall
however always be settled by arbitration in
accordance with Clause 20.
Grounds for relief (force majeure)
The following circumstances shall be
considered as grounds for relief if they
impede the performance of the contract or
makes performance unreasonably onerous:
industrial disputes and any other
circumstance beyond the control of the
parties such as fire, war, mobilization or
military call up of a comparable scope,
requisition, seizure, currency restrictions,
insurrection and civil commotion, shortage
of transport, general shortage of materials,
restrictions in the use of power and defects
or delays in deliveries by sub-contractors
caused by any such circumstance as
referred to in this Clause.
The above described circumstances shall
constitute grounds for relief only if their
effect on the performance of the contract
could not be foreseen at the time of
formation of the contract.
The party intending to claim relief shall
notify the other party in writing without
delay on the occurrence and on the
cessation of such circumstance. If a ground
for relief does not cease within three
months either party may terminate the
contract by written notice to the other party.
Disputes, applicable law
Disputes arising out of or in connection
with the contract shall not be brought
before the court, but shall be finally settled
by arbitration in accordance with the law on
arbitration applicable in the Seller´s country.
All disputes arising out of the contract
shall be judged according to the law of the
Seller´s country.
Bogense, Denmark
