1. Offer and confirmation of order
1.1 The Seller’s offer is only binding according to the latest Brand Catalogue (pricelist). The Seller’s offer is automatically terminated when a new version of the Brand Catalogue (pricelist) is published. Furthermore, Seller’s offer can be terminated if a certain delivery is sold out or if the terms and conditions are changed by e.g. a subcontractor.
1.2 The Seller retains the right to make changes to the delivery until the time of the delivery date, however, if such changes are made, the Seller guarantees to deliver a similar product as a minimum.
1.3 The Buyer can only claim the rights in these terms and conditions or in an individual agreement between the parties.
1.4 The Seller’s offer is not binding before a final order confirmation is sent to the buyer by mail, fax or letter.
2. Price and place of delivery
2.1 Prices follow from the Seller’s at all time applicable price list or order confirmation sent to the Buyer.
2.2 Delivery will be made according to the FCA Incoterm 2020 (Free Carrier).
2.3 Delivery times are provided with reservation of a possible delay from subcontractors. If the Seller is notified of a delay by a subcontractor or sees this as likely, then the Seller must inform the Buyer of this promptly, and information regarding a new expected date of delivery must be given.
2.4 In case of a substantial delay by the Seller, the Buyer has the right to rescind the sale. In the case of continuous deliveries, the Buyer can only rescind the delayed part delivery.
2.5 The Seller can under no circumstances be held responsible for the Buyer’s indirect loss due to a delayed or missing delivery. Furthermore, the Seller can only be held responsible for an indirect loss if this is caused by a substantial breach of contract by the Seller. The Buyer is required to document the loss resulting from the delay.
3. Shipping, insurance etc.
3.1 The prices mentioned in the offer FCA Viborg are exclusive of costs for shipping, insurance, packing material, installation, VAT and any potential national taxes or charges unless anything else is agreed upon. Changes in exchange rates, taxes, insurance, shipping, and purchase costs give the Seller the right to adjust the price of the offer.
4.1 Unless the Parties agree otherwise in writing, Buyer has to pay the Products cash in advance.
4.2 In case the Parties agree that payment for Products delivered does not have to be made by Buyer cash in advance, invoices of Seller are due within the period indicated in the respective applicable purchasing terms and conditions agreement from the day of the invoice. If the Buyer does not pay within the last valid day of the payment period, and this is not due to the Seller’s circumstances, then the Seller has the right to claim default interest from the respective day when payment was due in accordance with the applicable interest law of the National Bank. Furthermore, the Seller has the right to claim payments for all invoiced and delivered goods, irrespective of any earlier agreements made on terms of credit.
5. Retention of title and financial collateral
5.1 The Seller reserves the right of title to the sold goods irrespective of whether there has been made a delivery until the agreed price has been paid in full, including possible interests and charges.
5.2 The Seller has the right to demand reassuring financial collateral for Seller’s total costs in relation to the agreement. The Seller has the right to do so in all circumstances relating to the conclusion of and after the contract has been signed.
6. Annulment and amendment of the order
6.1 The Buyer should not amend or annul the order after the Seller has sent the confirmation to the Buyer.
6.2 If the Buyer, irrespective of this, chooses to annul the order, then the Buyer is required to reimburse the Seller for the loss of profit.
7. Duty of investigation and notice of lack of conformity
7.1 The Buyer is obliged to examine the goods for any lack of conformity immediately (within 8 days) after receipt and always before the goods have been taken into use.
7.2 The Buyer is to notify the Seller immediately (within 8 days) if the Buyer finds any lack of conformity with the received goods. In case of other faults, including hidden faults which manifest later, the Buyer must claim these immediately after having discovered the fault or at the latest two years after delivery.
7.3 The Buyer cannot at a later point claim a lack of conformity towards the Seller if the Buyer fails to notify the Seller immediately after discovering the lack of conformity.
8. Lack of conformity
8.1 In the case of lack of conformity of an item, the Seller assumes the responsibility, within a period of 24 months after delivery, without undue delay, to supply a replacement item or repair the item, according to the Buyer’s choice.
8.2 The Seller does not have an obligation to remedy if the lack of conformity of the item is due to wrong installation or the item has not been used in accordance with the Seller’s provisions. Furthermore, the Seller does not have an obligation to remedy if the lack of conformity of the item is due to incorrect or inappropriate use; due to modifications or technical interferences made without the written consent of Seller; or due to extraordinary climatic impacts.
8.3 Highly consumable parts are not covered by the right to demand remedy. Likewise, the costs relating to the assembling and disassembling are not covered by the right to demand remedy. Immediately after having discovered a lack of conformity, the Buyer must give a written notice.
8.4 After the Seller has received a written notice regarding a lack of conformity, which is construed as a lack of conformity, the Seller will remedy the lack of conformity.
8.5 If the Buyer can remedy the lack of conformity at his own business premises, then the Seller’s duty to remedy the lack of conformity is met by sending a new or a repaired part.
8.6 Parts, which have been replaced due to a lack of conformity, must be given back to the Seller unless anything else is agreed upon between the parties.
8.7 The Seller provides the right to remedy part of the delivery, which is replaced or repaired under the same circumstances and under the same conditions as the original delivery. The Seller’s duty to remedy does not apply for any part of the delivery which is later than 36 months of delivery to the Buyer.
9. Limitation of liability
9.1 The Seller’s possible liability for a lack of conformity cannot exceed the total price that the Buyer has paid for the goods.
9.2 The Seller is not responsible for any indirect losses, including – but not limited to – consequential damage, operating losses, loss of data or the cost to re-establish data, and loss of profit, irrespective of whether this is due to negligence or grossly negligent behaviour by the Seller. If the Seller is responsible for a third party, the Buyer is obligated to indemnify the Seller, if a liability goes beyond the limits of the agreement.
10. Responsibility for products
10.1 The Seller is responsible according to the Directive 2001/95/EC of the European Parliament and of the Council of 3 December 2001 on general product safety. The purpose of this Directive is to ensure that products placed on the market are safe.
10.2 The Seller is responsible for the possible injury of people and loss of dependency in accordance with the mandatory provisions on that matter. Besides the above mentioned, the Seller is not responsible for anything else regarding the general product safety.
11. Exemption of liability – Force majeure
11.1 The following circumstances result in exemption of liability if they occur after the conclusion of the agreement and prevent the agreement from being fulfilled:
11.2 Work conflicts, strikes, lock-outs and any other circumstances beyond the control of any of the parties (fire, pandemics/epidemics, global health crisis, war, unforeseen military services of such scale, sabotages, seizures, exchange rate restrictions, riots and rebellions, lack of transport services, general shortage of goods, restrictions regarding driving means and shortcomings of deliveries by sub-contractors), or delays of such deliveries as a result of any of the above mentioned circumstances.
11.3 The party wishing to claim any of the above-mentioned circumstances must, as soon as possible, notify the other party about the situation and when it is expected to be over.
11.4 Both parties have the right to rescind the agreement by written notice to the other, when the fulfilment of the agreement, within reasonable time, becomes impossible due to any of the circumstances mentioned in 11.2.
12. Intellectual property rights
12.1 Full ownership of all intellectual property rights relating to brands, products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to the Seller.
12.2 The Buyer shall not register or use any signs that are similar to the Trademark or the designs of the Products.
13. Resolution of disputes
13.1 The terms and conditions of this agreement are governed by Danish law and are subject to Danish jurisdiction.
13.2 Any dispute or disagreement, which might arise in relation to this contract, must be attempted solved by negotiation. If the parties fail to solve the dispute, either of the parties can commence legal proceedings in the area where the Seller’s head office in Viborg (Denmark).
13.3 Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration.