TERMS AND CONDITIONS OF SALE, APDENMARK / JYDSK BLINDRAMMEFABRIK AS
1. Basis for agreement
The below sales- and delivery terms for apdenmark / Jydsk blindrammefabrik A/S (in the following “THE SELLER”) will be valid for all deliveries of stretcher bars, lengths of moulding and other material as well as purchase of machinery, equipment for machinery and spare parts if nothing else has been agreed in writing.
Final order will not be binding for THE SELLER until order confirmation has been given. Having received the order confirmation, the order cannot be cancelled without a written accept of THE SELLER.
The delivery only includes the goods mentioned in the order confirmation.
4. Place of delivery, dispatch risks
In case of agreed dispatch THE SELLER reserves the right to choose means of transport to be used in connection with transport of the goods to THE PURCHASER, if there is no other written agreement with THE PURCHASER. The transport is always on purchaser’s risk, whether THE SELLER pays the transport or not.
5. Time of delivery
The time of delivery is to be calculated for each order, unless other agreed in writing, from the date THE SELLER gives the confirmation of order. THE SELLER endeavours to keep the agreed time of delivery, but takes no responsibility regarding possible delays. Thus THE PURCHASER has no claim for compensation for damages in the case of delayed delivery.
If delivery is not possible because of force majeure or other conditions outside the control of THE SELLER, THE SELLER can without any notice delay delivery indefinitely or cancel the order without being presented for claim for damages.
6. Terms of payment
Terms of payment are mutually agreed between THE SELLER and THE PURCHASER.
Payment after the times stated entitles THE SELLER to collect interest on overdue payment per month started with the rate of interest stated on the invoice. Any non-fulfilment of the payment is essential and entitles THE SELLER to stop any other delivery to THE PURCHASER or to cancel all agreements with THE PURCHASER and demand compensation for any loss in this connection. THE SELLER can at any time in spite of opposite agreements at a day’s notice demand guarantee from THE PURCHASER for the payment. Expenses for such a guarantee are irrelevant to THE SELLER.
7. Retention of ownership
Goods delivered from THE SELLER remain the property of THE SELLER till the total invoice amount is paid. THE PURCHASER is committed to insure the full purchase value till full payment has taken place.
Goods delivered from THE SELLER directly to third party in connection to THE PURCHASER, does not violate the property rights of the products.
If the production of an order has been started, the order cannot be cancelled.
9. Return of goods.
Goods may be returned, but only on the following conditions
1) previous agreement with THE SELLER
2) the goods are in unbroken and original packing and
3) that a smaller fee of 10 per cent of the value of the invoice is paid. The return of goods always has to be paid by and for the risk of THE PURCHASER. Products produced especially to order, cannot be returned.
10. Liability for defects
THE PURCHASER must inspect the product immediately upon delivery to clarify whether the product has any errors or defects. THE SELLER is entitled to reject a complaint concerning the quality or measurement or other errors and defects which ought to have been observed in connection with the inspection, or which are made after the product has been processed, installed or resold.
Complaints concerning defective deliveries must be made in writing and without undue delay after THE PURCHASER has or ought to have observed the defect. Complaints concerning defects covered by clause 10.1 must be made within eight days from the receipt of the product; however, in the event of packaged products, within eight days from the opening of the product. If THE PURCHASER fails to complain, THE PURCHASER forfeits the right to make claims against THE SELLER in this respect.
In the event of complaints made in time concerning defects, see clause 10.2, caused by errors in the construction, production or material, THE SELLER must take remedial action free of charge or make a replacement delivery at its own option.
If THE SELLER does not take remedial action or makes replacement delivery within reasonable time after THE PURCHASER's complaint according to clauses 10.1, 10.2 and 10.3, THE PURCHASER will by written notice to THE SELLER be entitled to cancel the agreement as regards the defective part of the delivery.
If THE PURCHASER cancels the agreement, THE PURCHASER will be entitled to claim compensation from THE SELLER for any additional costs in connection with THE PURCHASER's purchase of replacement products from another supplier.
Irrespective of the above, THE SELLER's liability for defective products is always limited to the invoice value of the defective product(s). If THE SELLER's commercial liability insurance and product liability insurance cover defects, the amount of compensation that may be obtained from THE SELLER's commercial liability insurance and product liability insurance will be added to THE SELLER's maximum liability for defects.
THE SELLER is not liable for defects or for omitting to deliver replacement product(s), except as prescribed in clause 10.3. This applies to any loss as a result of the defect, including but not limited to operating loss, loss of profits and any other financial consequential loss and indirect loss. This limitation of THE SELLER's liability does, however, not apply if THE SELLER has acted with gross negligence
11. Venue and choice of law.
Any dispute of THE SELLER’s deliveries of products should be settled in a normal Danish court on the basis of Danish law. Venue is agreed to be the court in Aarhus.
12. Product liability
If the delivered products are defective thereby causing injury to persons, real and personal property, THE SELLER is only liable for THE PURCHASER's or a third party's injury or loss to the extent such liability is prescribed by mandatory statutory provisions. THE SELLER is not liable for any operating loss, loss of profits and other financial indirect loss and consequential damage.
Unless otherwise provided by mandatory statutory rules, THE PURCHASER must indemnify THE SELLER to the extent THE SELLER is liable vis-á-vis a third party in connection with damage, loss or personal injury caused by the delivered products to a third party and/or to his or her real or personal property.
13. Limitation of liability
In every respect and in addition to the above, it is provided that THE SELLER will not at any time be liable for any operating loss, loss of profits or any other financial consequential loss, indirect loss or consequential damage of any kind, including for instance payment of agreed penalties etc., irrespective of whether such damage or loss is suffered by THE PURCHASER or a third party. This limitation of THE SELLER's liability does, however, not apply if THE SELLER has acted with gross negligence.
14. Exemption from liability
THE SELLER is not liable for non-performance of its obligations due to events which are beyond THE SELLER's control and which prevent the performance of the contract or make the performance of the contract unreasonably burdensome, including but not limited to industrial disputes, fire, war, mobilisation or military callup of a comparable scope, requisition, seizure, currency restrictions, riots, terror, lack of transportation, general shortage of products, power restrictions, power cuts, IT breakdowns and defects in or delay of deliveries from THE SELLER's suppliers.
The party claiming exemption from liability under clause 14.1 shall inform the other party by written notice without undue delay on the occurrence and on the cessation of such circumstance.
Where any grounds for exemption from liability fail to cease within three months, each party may terminate the agreement by written notice to the other party.