Terms of Sales & Delivery
1) a. Unless otherwise expressly stated in written agreement between the parties the contract is subject to the following general terms of delivery, notwithstanding possible differing stipulations in the order placed by the buyer or in the written acceptance from the buyer or differing oral or written agreements entered into by representatives/agents of the seller unless the deviation is accepted by the seller in writing.
b. Only orders resulting from an offer from the seller duly accepted by the buyer or where the seller has presented an acceptance in writing constitute a contract of sale binding upon the seller in accordance with the terms specified in the seller’s offer/the seller’s acceptance.
2) All quantities stipulated in the contract may be shipped containing +/- 10 percent at seller’s choice. Notwithstanding such differences in quantity the shipment is considered to be in full accordance with the contract. Likewise the seller is entitled to effect delivery in partial shipments unless otherwise agreed.
3) Seller cannot be held responsible for delays or non-delivery due to force majeure, wars whether declared or not, riots, civil commotions, acts, orders or requests of Governments and authorities, currency exchange restrictions, general as well as individual strikes, lockouts, fire, accidents in manufacture, testing or transportation, lacking, deficient, or faulty delivery from suppliers, sub-suppliers, and any other cause beyond the control of the seller. Delays caused by the above mentioned situations result in a corresponding postponement of the time of delivery. Delivery after the force majeure situation has ceased to exist shall in every respect be considered delivery on time.
4) Where the terms of delivery are c.i.f. or free delivered all prices are based on the freight rates on the date of acceptance by the seller and on the rates of exchange quoted in said acceptance. Changes in the freight rates/rates of exchange in the period between the date of acceptance and the delivery/payment to be for the buyer’s account.
5) All prices are exclusive of all taxes, duties, levies, etc., which are or may be imposed on the delivery, no matter on whom or by whom such duties are imposed. All such duties are to be paid by the buyer.
6) All goods are insured by the seller until the handing over to the buyer or his representatives, unless otherwise agreed.
7) Any disagreements between the parties regarding other shipments or already received partial shipments do neither entitle the buyer to refuse receipt of the purchased goods in production or in shipment nor entitle him to refuse payment of the purchased goods.
8) All complaints pertaining to lack of quantity or other visible defects shall be presented in writing at once and not later than eight days after receipts of the goods. Complaints pertaining to not visible defects shall be presented within the same period from the time where the buyer noticed or ought to have noticed the defects. Having received the goods the buyer has a duty to examine the goods for any defects. However, claims pertaining to faults or defects can never be lodged later than one year after the time of delivery. In case of legitimate, due complaints in accordance with the stipulations above, the seller is obliged to repair or replace the faulty or defective goods at his choice. When the seller has fulfilled his above mentioned obligation the buyer cannot lodge other claims such as the annulment of the contract or a reduction of the purchase sum. Under no circumstances can the compensation exceed the amount of the invoice for the non-delivery in question.
9) Seller is only responsible for damages to persons if it can be proved that the damage is caused by faults of defects by seller. Seller is not responsible for damages to real and personal property or products which are produced or manufactured by buyer. To the extent product liability is imposed on seller towards third party, buyer is committed to indemnify seller at the full extent of the damage. However, the seller can in no event be liable for loss of production, time, profit or any related indirect losses.
10) This contract shall be deemed to have been executed in Denmark and is in all respects governed by Danish law. The proper venue is Sø- og Handelsretten (the maritime and commercial court) in Copenhagen.
11) According to the rules in force at the time in question interests will be added to the amount of the invoice as from the latest day of payment until payment is effected.