General conditions of sale and delivery
Taxes and customs duty and other imposts of any type which the seller might have to pay or collect pursuant to any existing or future legislation in respect of the product, its dispatch, or any stage in its production and/or delivery, its utilization or consumption after the conclusion of the agreement to sell, shall be payable by the buyer in addition to the purchase price.
Prices quoted in foreign currency shall be based on the latest rate of exchange quoted. Should the rate of exchange fluctuate by more than 5 per cent in the seller’s disfavor, then the seller shall be entitled to adjust the price in accordance with the rate of exchange as at the date of payment.
2. Time of delivery
The time of delivery shall be stated in the sellers order confirmation. The seller does not undertake any responsibility for delays unless specifically agreed in advance, and in the event of delay the buyer shall not be entitled to cancel any agreement concluded.
Delivery by instalments shall be permitted unless otherwise agreed by the parties.
3. Place of delivery
The place of delivery shall be stated in the seller’s order confirmation in accordance with ‘Incoterms 2010’. When the product is sold DAP/CIF the seller shall undertake the arrangements for insurance and freight.
4. Drawings and descriptions
Any information regarding weight, dimensions, capacity, price and any other data stated in catalogues, advertisements, pictorial material and price lists is approximate. Such information shall be binding only to the extent that it is specifically referred to in the agreement.
5. Duty to examine the goods, defects, products liability, etc.
The buyer shall be under the obligation to examine each delivery thoroughly on receipt.
Any complaints of defects in the product shall be in the hands of the seller in writing not later than 14 days after the defect was detected or should have been detected.
The buyer shall not, in the event of complaints, have the right to dispose of the product supplied or to return the product to the seller without having obtained the seller’s written approval.
In the event that the product or parts thereof turn out to be defective the seller shall be entitled to replace the product supplied by a product of satisfactory quality. If the seller within reasonable time offers replacement the buyer shall not be entitled to cancel the deal of to claim damages on account of the defect.
The seller shall only be liable for any damages caused by the product sold provided it is substantiated that such damage is caused by the fault of the seller or his employees. The seller, shall, however, never be liable for consequential losses or loss of profit or other indirect loss. The seller’s liability for damage to property or goods cannot exceed the value of the product supplied. The seller shall only be liable for one year from delivery to the buyer of the product for any damage caused by the product. The buyer shall – to the extent that the seller is held liable in connection with the use that the buyer might make of the product sold, including resale – be under the obligation to indemnify the seller for any such liability that the seller might be held to have, to the extent that such liability exceeds the limits agreed by the parties. The buyer shall be under the obligation to accept that legal proceedings are instituted against him in the court where the action for damages against the seller in respect of the product is tried.
6. Terms of payment
Payment shall take place in accordance with the terms of payment stated on the face of the invoice.
The seller shall, if payment is overdue, without previous notice be entitled to cancel the contract of sale, also with regard to future deliveries.
Counterclaims, if any, rendered by the buyer, whether in respect of complaints applying to the product supplied or previous deliveries, shall not justify the buyer in holding back any part of the payment.
Should the seller, despite the buyer’s payment of the purchase price being overdue, insist on the agreement being complied with, interest shall be payable at the rate of 2 per cent per commenced month.
7. Force majeure
All orders are received with the seller’s reservation in respect of force majeure on the part of the seller or his suppliers, including war and mobilization, civil disturbances, natural phenomena, strikes, lock-outs, failing supplies of raw materials or water, fire, damage to the seller’s production apparatus, failing transport facilities, import and export prohibitions, or shortage of manpower or any other event which impedes or curtails the normal production process.
In the event of force majeure the seller shall have the choice of cancelling the deal or parts thereof, or supplying the product agreed as soon as the impediment to normal delivery has disappeared. In the event of force majeure the seller shall not be liable for any loss inflicted on the buyer as a consequence of non-delivery.
The commercial and maritime court of Copenhagen shall be the venue in the event of legal disputes between the buyer and the seller.