General Sales and Delivery Conditions

1. Application and validity

1.1 Unless otherwise agreed by a written agreement, the following sales and delivery conditions shall form the basis of each delivery.

1.2 Any deviation therefrom that may appear in the buyer’s tender material, order or similar shall not be valid unless the seller has accepted such in writing.

2. Offer

2.1 The seller’s offer is valid for 20 days from the offer date unless otherwise stated in the offer. The buyer’s acceptance must be received by the seller before the acceptance period expires.

2.2 Until receipt of the buyer’s acceptance, the seller is entitled to enter into a contract with a third party for the offered goods, causing the offer to the buyer to lapse (subject to goods being unsold).

3. Orders and conclusion of contracts

3.1 An order becomes binding on the seller upon the issue of the seller’s order confirmation.

3.2 Any objections to the contents of the order confirmation by the buyer must be made in writing and received by the seller no later than 5 working days from the order confirmation date. Otherwise, the order confirmation is binding on the buyer. However, this does not apply to day-to-day deliveries.

4. Prices and delivery

4.1 The prices listed are not inclusive of VAT or other similar government duties. Documented changes in customs tariffs or other similar costs not included in the seller’s prices and which come into effect after the seller has issued the order confirmation or offer and whose effect increases the seller’s prices shall be charged as a surcharge on the listed prices.

4.2 Unless otherwise agreed in writing, the listed prices include packaging costs or other means of protection, which under normal transport conditions is required to prevent damage to or depreciation in the delivery until it has arrived at the destination specified in the contract. Insofar as the buyer wishes packaging other than that stated above, e.g. due to expected carriage by sea, repeated reloading, export consignment, or outdoor storage of the goods, such other packaging shall be supplied only after prior, separate agreement with the seller and the buyer shall be billed all related costs. The packaging is not to be returned to the seller and is not reimbursed by the seller.

5. Cancellation and changes

5.1 An order may only be canceled or changed with the seller’s written approval and any resulting costs shall be billed to the buyer.

5.2 In the event of cancellation, the buyer shall reimburse all the seller’s costs and losses, however, to a minimum amount equivalent to 10% of the agreed purchase sum excl. VAT.

6. Delivery date and delay

6.1 The delivery date is shown on the order confirmation/invoice. Delivery shall be put back if the buyer has not given sufficient information for the sale to be performed or there exist obstacles as specified under clause 12.

6.2 In the event of a delay, the buyer will be duly informed. In the event of a delay, the buyer assumes no rights other than the buyer may cancel the contract. The buyer may only cancel the contract if the delay is significant to the buyer. In such a case, the buyer shall – after delivery would have taken place – send a written request to the seller with a demand for delivery within 14 days. If delivery does not take place within the 14-day time limit, the buyer may cancel the purchase, unless it involves a good that the seller or the seller’s subsuppliers have pro-cessed/manufactured themselves, in which case the buyer may only cancel after 90 days.

6.3 Late delivery does not entitle the buyer to compensation of any kind.

6.4 Unless otherwise agreed in writing, the seller’s products are sold ex works from the seller’s address. Transport and delivery are for the buyer’s or user’s account and risk, meaning, among other things, that unless a separate, written agreement is entered into, the buyer (user) bears the risk of accidental damage or loss of the product from the time when the product is loaded onto the truck at the seller’s site. Insofar as transportation is by ship, the seller is, however, obligated to insure against the risk of accidental loss of the delivery from the time when the delivery is unloaded from the ship at the port of destination.

7. Payment

7.1 Payment shall be settled in accordance with the payment terms set out by the seller. The seller reserves the right to change the agreed payment terms, in the event the buyer’s ability to pay deteriorates after the contract has been concluded.

7.2 Payment must be received by the seller no later than the due date or, if this is a Saturday or public holiday, on the next working day thereafter. Any delay in payment gives the seller the right to withhold further deliveries and releases him from all contractual obligations.

7.3 Any delay in payment shall incur interest at the interest rate set out on the seller’s order confirmation.

7.4 The buyer can offset claims against the seller in invoices issued for delivered goods, meaning that the seller may claim effective payment, notwithstanding any counterclaims put for-ward by the buyer.

8. Transfer of risk

8.1 The risk for goods delivered by the seller transfers to the buyer immediately after delivery or upon delivery for storage on the buyer’s behalf. The buyer shall arrange for insurance cover accordingly.

9. Defects – seller's liability, buyer’s duty to inspect and claims

9.1 A claim for defective delivery by the buyer must be put in writing to the seller within 5 days after the defect is or should have been established. Immediately upon receipt of a delivery or a product sample, the buyer is obligated to carry out the necessary inspections to establish that the delivery is according to contract. Upon receipt of the delivery, the buyer must record any transport damage on the consignment note.

9.2 If a delivery is defective, the seller is entitled to rectify the defect. At his discretion, the seller may also rectify the defective delivery with a new delivery. In the event of a new delivery, the buyer may not bring further claims against the seller. If the seller fails to redeliver and the contract is rescinded due to the defect, the buyer may claim for reimbursement of the purchase sum paid by placing the delivered goods at the seller’s disposal. Further claims, including additional costs, operational loss, loss of profit, daily fines, or other loss arising from the defective delivery may not be brought against the seller.

9.3 The seller’s liability for defects in the product ends no later than 2 years after handover to the buyer. For building materials, the seller’s liability ends, however, 5 years after delivery of the construction, although no later than 6 years after the handover of the product to the buyer.

9.4. In all cases, the seller is only liable for faults and omissions caused by the seller or other party for whom the seller is responsible.

9.5. A claim for damages against the seller may not exceed the amount invoiced for the sold goods.

10. Faulty deliveries

10.1 If the seller accepts that a delivery is defective, the buyer shall assist the seller in destroying the delivery, inasmuch as the seller requests this. The costs for such a destruction shall be defrayed by the seller.

11. Product liability

11.1 Unless otherwise stipulated in mandatory statutory provisions or in the stipulations below, the seller disclaims liability for product damage as a result of faults and omissions in the seller's or buyer’s products. Such liability may not be disclaimed, however, in the event the damage was caused as a result of intent or gross negligence on the part of the seller. Under no 

circumstance, however, is the seller liable for operational loss or other indirect loss.

11.2 If a third party brings a claim for damages against the buyer, the buyer is obligated to notify the seller of this in writing immediately and to keep the seller up to date on the progress of the damages case.

11.3 If proceedings are brought against the seller by a third party as a result of product damage, the buyer is obligated to appear before the relevant law court or arbitration court handling the asserted claim for damages, or before another law court or arbitration court chosen by the seller.

11.4. A claim for damages against the seller may not exceed the amount invoiced for the sold goods.

12. Insurance conditions

12.1 The seller has taken out the customary insurance to cover transport damage and product liability. The seller also states that the seller has taken out the customary business liability insurance to (partially) cover the seller’s liability. The seller undertakes not to end the above-mentioned insurance cover for 12 months counted from the invoice date. The seller is not responsible for any change in the terms of insurance or termination of the insurance cover by the insurance companies.

12.2 The liability limitations and claim provisions under clauses 6, 9 and 11, and 13 do not apply in the event the buyer’s claims are covered by the insurance mentioned under subclause 12.1, whereby the buyer shall defray all costs connected with pursuing a legal or arbitration case against the seller’s insurance company/companies.

13. Force majeure

13.1 Force majeure exists when the seller or the seller’s sub-supplier is prevented, in whole or in part, from fulfilling his assumed contractual obligations as a result of war, operational interruptions in hardware and software (including hacker attacks), mobilization, civil unrest, natural disasters, strikes or lock-outs, shortages in the supply of raw materials, fire or other destruction of the seller’s production equipment or any other extraordinary circumstance that prevents or restricts the seller’s usual production process and that the seller is neither able nor should be able to foresee upon conclusion of the contract.

13.2 In the case of force majeure, the seller may choose to rescind the concluded contract or a part thereof or to effect delivery as soon as possible after the obstacle to normal delivery has been removed.

13.3 In the case of force majeure, the seller is not liable for loss by the buyer as a result of defective or late delivery.

14. Product information

14.1 The seller’s products satisfy the requirements and standards specified on the products’ technical datasheets unless otherwise agreed. The data sheets contain details of the products and, where applicable, the control systems and certifications, standards, and test methods the products have undergone.

14.2 All product information – whether it originates from the seller or one of the seller’s business connections – including information on weight, dimensions, capacity or other technical data in a catalogue, description, prospectus, advert or suchlike, is to be considered informative only, and is only binding to the extent the seller expressly refers to it in an offer and/or order confirmation. Specific requirements by the buyer are only binding to the extent that they have been confirmed in writing by the seller. As stated under subclause 13.1, the seller’s data sheet is, however, representative of the product’s features.

15. Property rights and confidentiality regarding descriptions and formulas

15.1 The property right to all formulas and technical documents required to make use of deliveries or parts thereof remains with the buyer if the buyer owned the property right before passing it to the seller to use in fulfillment of the delivery or parts thereof. The seller undertakes not to use formulas and technical documents, nor to copy such, nor without authorisation to disclose such to a third party beyond the extent necessary to fulfil the delivery. In all other cases, the property right to all formulas and technical documents required to prepare or make use of deliveries or parts thereof falls to the seller. The buyer undertakes not to use formulas and technical documents, nor to copy such, nor without authorisation to disclose such to a third party beyond the extent necessary for the buyer’s use of the delivery.

16. Marketing

16.1 The seller has the right to use the buyer’s name and logo as a reference for marketing purposes.

17. Applicable law and venue

17.1 Any disputes between the parties arising from or in relation to a sales contract, regulated by these sales and delivery conditions, shall be decided before a Danish court except for the provisions concerning applicable law.

17.2. Any dispute that may arise in connection with this contract, including disputes concerning the existence and validity of the contract, shall be decided by arbitration at the Danish Institute of Arbitration according to the rules as adopted by the institute and applicable at the time the arbitration proceedings are commenced. The number of arbiters shall be three. The arbitration court’s headquarters shall be Aarhus, Denmark, and the language used during the arbitration proceedings shall be Danish unless the customer has his place of business outside Denmark, in which case the language shall be English.