General terms of sales and delivery / GTSD
These sales and delivery terms are valid for all offers, sales and deliveries between the seller and the purchaser unless otherwise agreed in writing. Conditions made by the purchaser are only applicable if previously accepted in writing by the seller.
2.OFFERS, ACCEPTANCE & PRICE ADJUSTMENT
Offers made by the seller must be accepted immediately unless otherwise stipulated. Data in catalogues and other sales materialfrom the seller are for information purposes only and do not constitute binding offers.
Prices are exclusive of VAT. The seller reserves the right to adjust offers given or prices agreed in case of changes in taxes and duties, customs rates, transportation and insurance costs, changes in currency rates exceeding 2 percent, or increases in contractual labour costs.
Payment terms are stated in the seller’s order confirmations and invoices, and payment shall be made accordingly, if not otherwise aggreed. In case payment is not effective on the date of payment, the outstanding sum will carry interest from the payment date with an interest rate of 1.5 percent per month, starting each month.
If payment is not received according to the terms of payment, the purchaser shall be in default and the seller shall be entitled to cancel or postpone all outstanding orders, and to demand immediate payment from the urchaser of all outstanding debt whether it is due or not.
4. RESERVATION OF TITLE
The title to the goods belongs to the seller until the full purchase sum is paid to and received by the seller without any reservation on the part of the purchaser.
Until full payment has taken place, the purchaser is obliged to, as far as possible, to separate the goods from other goods and to preserve the seller’s markings on the goods purchased.
Unless otherwise stated in the order confirmation, or agreed in writing, the delivery will be Ex Works from the address of the seller or a defined placed of production, and subject to the Ex Works Clause of the international INCOTERMS applicable at the time of the purchase agreement has been aggreed upon.
The seller is entitled to make partial deliveries. Cost of Transportation, transportation risks are on the part of the purchaser unless otherwise agreed. If no other instruction is agreed upon, the seller will choose the means of transportation.
6. DELIVERY TIME
If delivery is not made at the agreed time, the purchaser is entitled to cancel the agreement if the delivery is not made within a reasonable time period set by the purchaser, and the purchaser has stated his intention in writing to the seller that he intends to cancel the agreement if the delivery does not take place within the reasonable time period. If the purchaser does not cancel the agreement, the purchaser is not entitled to claim any compensation due to the delay. If the purchaser cancels the agreement, the purchaser is only entitled to be compensated for direct and reasonable and documented extra costs as
may be imposed on him by reason of his purchase of similar goods.
The seller is not liable for any indirect damages or losses, consequential damages or losses, losses of business operation or commercial profits or any other similar losses due to delayed delivery.
The seller is not liable for any delays due to circumstances of the nature of force majeure, or circumstances beyond his reasonable control. In case of such delays, the seller is entitled to cancel the agreement, wholly or in part, or extend the delivery time with a reasonable time period based on the circumstances.
Force majeure covers, though not only, the following circumstances: Lack of of raw materials, faulty, irregular or delayed delivery on the part of the seller’s suppliers, strikes and lockouts, interruptions in or suspended supply of energy or water, traffic disturbances, malfunction or breakowns of machinery, tools and computer systems, fire, war, mobilisation, restricti0ons in exchange of currencies, blockades, political unrest, government measures of various sort such as seizure of property, exportation and importation bans, sabotage and destructive actions targeting the seller’s delivery systems, and similar impediments beyond the seller’s control.
7. THE SPECIFICATION OF THE GOODS
The seller’s statements concerning the specification and naming of the goods in offers, order confirmations, home page or other documents are for identification purposes only.
The seller has no liability as to whether the goods specified are suitable or fit for the purpose of use intended by the purchaser. The purchaser is responsible for the choice of specification; the seller does not give advice concerning the issue of suitability, fitfor-purpose, or applicability of the goods for the purposes of use of the purchaser.
8. CONFORMITY OF THE GOODS
The seller will do his best to ensure that delivered goods are in conformity with the standards or specifications of good manufacturing practise within the industry. The purchaser shall tolerate quantity deviations of +/-10 percent; if the purchase is based on weight or bulk, the seller has no responsibility for the number of units. It is the responsibility of the purchaser to inspect the delivery immediately upon reception. Complaints, in order to be valid, shall be made in writing at the latest 8 days after the delivery date and be supported by documentation of the complaints in question. Disputes concerning complaints shall be resolved by spot testing under DS/ISO2859-1 according to ”Acceptable Quality Limit (AQL)”. If complaints concerning the goods prove justified, the seller, at his own option, can offer the following solutions:
a) to exchange the goods for new ones,
b) to repair the goods,
c) to credit the goods upon their return,
d) to give the purchaser a reduction in the price according to a special agreement.
The seller’s liability for non-conforming goods expires 2 years from the time of delivery to the purchaser.
The seller is not liable for indirect damages or losses, consequential damages or losses, losses of business operation or commercial profits or any other similar losses following the non-conformity of goods delivered.
The seller is not liable for problems attributable to misapplications, transportation, storage, assembling or for any fault or damage caused by applying the goods in a purpose outside their intended use.
9. PRODUCTS LIABILITY
The seller is only liable for damage to the purchaser’s property, or any third party’s property, if proven to be due to negligence on the part of the seller or from someone for whom the seller is responsible. The seller is not liable for indirect damages or losses, consequential damages or losses, losses of business operation or commercial profits or any other similar losses.
The seller’s products liability shall in any case be limited to the sum of 2 million DKR. If a third part raises a products liability claim against the seller, the purchaser is obliged to compensate the seller for any amount under such a claim exceeding the sum of 2 million DKR. The purchaser is obliged to let himself be subject to litigation at the same court and jurisdiction where ligitation against the seller takes place.
If the purchaser is a producer as defined in § 4, section 1 in the Danish Law on Products Liability (based on the European Community’s Products Liability Directive of 25th of July 1985) the limitation of liability of 2 Million DKR shall also apply in case of damage covered by that law (see §11, section 2). The seller’s products liability expires 2 years from the time of delivery to the purchaser.
10. APPLICABLE LAW AND COMPETENT JURISDICTION
Any dispute between the parties shall be settled according to the laws of Denmark and by The Maritime and Commercial Court in Copenhagen.
If the purchaser is not domiciled in Denmark The United Nations Convention on Contracts for the International Sale of Goods (CISG) as implemented in Danish law and as modified or derogated by these General Terms of Sale and Delivery shall apply.