Terms and Conditions of Sales and Delivery
The general terms and conditions of sales and delivery below shall apply insofar as they are not dispensed with by means of another written agreement:
1. Offer and delivery
Unless otherwise agreed, all orders will be noted at prices applicable on the delivery date and, where both prices and deliveries are concerned, subject to strikes, lock-outs and any other circumstances beyond our control, cf. Clause 9.
Unless otherwise agreed in writing, the delivery dates stated are a best estimate and subject to availability. In the event that the Vendor concludes that the agreed delivery date cannot be met or that a delay must be considered likely, the Purchaser will receive written notification of this, including, where possible, a new estimated delivery date.
The Vendorís liability for any loss that may be incurred by the Purchaser as a result of delay or failure to deliver can never exceed 5% of the total order amount.
2. Technical information, product details, etc.
Information provided in brochures, catalogues, price lists, etc. pertaining to weight, dimensions, capacity, performance and any other technical data is approximate and only binding to the extent that specific reference is made to it in the agreement.
3. Changes to the design
The Vendor reserves the right, prior to delivery and without further notice to the Purchaser, to make any changes to the design, embodiment, etc. that the Vendor may deem necessary.
Such changes entitle the Purchaser only to cancel the purchase if he can prove that the original design, embodiment, etc. was a prerequisite for the purchase. Changes made and any cancellation arising as a result do not entitle the Purchaser to any form of compensation.
Unless otherwise agreed in writing, the prices stated in offers and agreements are stated excl. Danish VAT and government duties but including packaging.
5. Assignment of risk
Unless otherwise agreed, the consignment must be assumed sold ex. works (Duelcoís warehouse).
If the consignment is damaged in transit, visible transit damage must be reported directly to the carrier with a comment on the consignment note on receipt of the goods. This is of no relevance to the Vendor.
The vendorís payment terms are as stated on the invoice.
In the event that the Purchaser fails to pay by the due date, the Vendor will be entitled to charge interest at 2% per month or part thereof. The consignment will remain the property of the Vendor until payment is made in full. Bills of exchange and certificates of debt will not be considered payment until they are redeemed in full.
7. Rectification of defects
In the event of defects in the consignment due to design, materials or production, the Vendor undertakes, at his discretion, to redeliver or repair the defective goods without undue delay for a period of 24 consecutive months from delivery to the initial user.
Rectification does not include cases in which defects are due to a failure to maintain or use the goods supplied in compliance with the Vendorís instructions, or incorrect or inappropriate use, or changes or technical intervention made without our written consent, or due to extraordinary climatic conditions.
Wear parts are not included in the right to rectification. The cost of installation and removal is not included in the right to rectification.
If the Purchaser wishes to claim for any defects, a written claim must be submitted without undue delay after the defect is identified.
If the Purchaser is able to remedy the defect at his site, the Vendorís obligation to remedy the defect in accordance with this provision is met when the Vendor supplies a new or repaired part.
If defective consignments or parts are returned to the Vendor with a view to redelivery or repairs, the Purchaser must bear the cost and risk of transportation unless otherwise agreed. When consignments or parts are forwarded to the Purchaser as redeliveries or as repaired parts, transportation will take place at the Vendorís expense and risk, unless otherwise agreed.
Defective parts replaced as described above must be placed at the Vendorís disposal.
The Vendor will provide a right to rectification for any parts of the consignment exchanged or repaired on the same conditions and preconditions as applied to the original consignment. However, the Vendorís obligation to rectify is not applicable to any part of the consignment more than 36 months after delivery to the Purchaser.
When the risk for the consignment has been assigned to the Purchaser, the Vendor bears no liability for any defects over and above the obligations stated above. The Vendor thus disclaims liability for indirect losses of any kind (such as operating losses, for example) that the Purchaser may incur due to the defect.
8. Liability for damage caused by the consignment ñ product liability
If a consignment from the vendor causes damage, the vendor will be liable for personal injury on the condition that documentation states that the injury is due to acts or omissions on the part of the vendor. The Vendor cannot accept liability for damage to personal property or real estate.
The Vendor cannot under any circumstances accept liability for operating losses, loss of profits or indirect losses of any other kind.
Insofar as the Vendor becomes liable to a third party, the Purchaser will be obliged to indemnify the Vendor if such obligation should extend beyond the limits established above. The Purchaser is obliged to allow actions to be brought against himself at the same court that deals with claims for compensation against the Vendor due to any claim alleged to have been caused by a defect in one of the Vendorís consignments.
9. Exemption from liability - force majeure
The following circumstances imply exemption from liability when they occur after commencement of the agreement and prevent its fulfilment.
Labour disputes, strikes, lock-outs and any other contingencies beyond the Partiesí control, including fire, war, mobilisation or unforeseen military conscription of a similar magnitude, acts of sabotage or terror, requisition, confiscation, foreign currency restrictions, fuel restrictions and subcontractorsí failure to deliver, or delay in such deliveries due to any of the contingencies stated in this provision.
The Party wishing to cite any of the stated circumstances must notify the other Party in writing, without undue delay, of the occurrence of the event and of its cessation.
Both Parties are entitled to notify the other Party in writing of cancellation of the agreement in the event that its fulfilment within a reasonable period of time becomes impossible due to any of the circumstances stated in this section.
10. Settlement of disputes legal venue
Any disputes pertaining to the agreement and any supplementary provisions must be determined in accordance with the ordinary rules of Danish law. The legal venue must be the Maritime and Commercial Court in Copenhagen.