TERMS OF BUSINESS
for Alslev Rustfri Montage A/S
(4nd version of 19.12.2008)
1.
The following general terms of business shall apply in so far as they are not varied by written agreement between the parties. They shall apply to all quotes, order confirmations, sales and deliveries made by Alslev Rustfri Montage A/S (hereinafter referred to as the Company).
2.
Drawings and descriptions
All information on weight, dimensions and capacity, data of a technical or other nature and prices appearing in catalogues, advertisements, quotes, illustrations, price lists, etc., are approximate.
3.
Prices
The company shall be entitled to change its prices/price lists at any time. Unless otherwise agreed, sales shall take place in accordance with the price list valid on the date of the order confirmation.
Prices are quoted subject to strike, lockout and other circumstances over which the Company has no control.
Prices are quoted ex the Company’s address exclusive of VAT and installation and are based on the cost of materials, labour and transport prevailing when the quote is given. Prices are also based on the exchange rates prevailing when the quote is given and may therefore be adjusted in line with changes in costs and exchange rates. This means that prices may therefore also be adjusted for contracts that have already been entered into.
4.
Delivery
Delivery shall be ex the Company’s address. The risk for the consignment shall pass to the buyer on delivery.
Shipping shall be for the buyer’s account and risk. Unless the Company receives special instructions, it shall be entitled to select the means of transport and transport route for the buyer’s account and risk.
The Company shall not be liable for damage in transit and the buyer shall take out separate freight insurance.
5.
Delivery date
The delivery date quoted shall be approximate and subject to delays arising from strike, lockout, war, mobilisation, seizure, currency restrictions, obstacles to transport, power restrictions, fire, missing or defective consignments from suppliers or causes beyond the control of the Company. In such cases the delivery date shall be postponed by the number of days for which the obstacle exists. Delivery on the postponed delivery date shall be regarded as punctual in every respect.
In so far as the delivery date is quoted as a certain number of days or weeks, the time shall be calculated from the date on which the Company receives all the accurate information required for performance of the order from the buyer. In so far as the buyer does not meet any payment obligations that fall due, the delivery date shall be postponed by the amount of time by which payment is late.
In so far as a delay occurs for reasons other than those specified above, the buyer shall not be entitled to cancel the transaction in full or in part, or to impose remedies for breach of contract on the Company, unless the delay may be regarded as material and the Company does not make delivery within 14 days of being requested in writing to do so by the buyer.
Under no circumstances may compensation be claimed in respect of business interruption, loss of profit, day penalties or other consequential losses suffered by the buyer.
6.
Payment
Payment shall be made by the date specified on the invoice. If no such date is specified, the terms of payment shall be cash on delivery.
If the buyer does not make payment on time, the Company shall be entitled to charge interest of 1.5% per month on the outstanding balance from the delivery date until payment is made.
The buyer shall not be entitled to withhold any part of the purchase price as security for fulfilment of an obligation in accordance with section 12. Nor shall a delay affecting an insignificant part of the order entitle the buyer not to make payment in full in accordance with the contract entered into.
If the buyer fails to take punctual delivery of goods that are supposed to be supplied at a certain time, the Company may, after advising the buyer, opt to have the goods sold off for the buyer’s account or to store the goods for the buyer’s account, with the buyer having to pay the costs incurred for storage. Irrespective of any delay in acceptance of the goods, the buyer shall in all circumstances be obliged to make the stipulated payment on the due date. The goods shall be stored at the buyer’s risk.
7.
Retention of title
The Company shall retain title to the goods sold pending full and final payment.
In so far as the goods are modified or processed, retention of title shall cover the modified or processed goods to the value of the goods on the date of sale.
8.
Design changes
The Company reserves the right to make such changes to design, execution, etc., as it considers necessary before delivery without giving the buyer prior notice.
Such changes shall entitle the buyer to cancel the purchase only in so far as he can prove that the purchase was conditional upon a certain design, execution, etc.
Any changes made and any resulting cancellation of the contract shall not entitle the buyer to compensation of any sort or to a proportional reduction in the purchase price.
9.
Drawings, etc.
All drawings, estimates, descriptions and other materials sent with quotes or consignments shall remain the property of the Company and may not be duplicated, shown to other firms or used as a basis for work without the Company’s written consent. Drawings prepared by the Company for use with a quote shall be returned on request.
10.
Storage of buyer’s raw materials/semi-manufactures
If the buyer supplies his own raw materials/semi-manufactures for further processing by the Company, the Company shall not be liable for their accidental loss. This shall include loss by theft, fire or weather and all other damage done by third parties.
The buyer is urged to insure raw materials/semi-manufactures as far as possible and should take particular note of the fact that raw materials/semi-manufactures supplied to the Company are not covered by the Company’s insurance.
11.
Packaging
Returned boxes or other packaging shall not be credited and shall be accepted only by written agreement.
12.
Returns
Goods may not be returned.
13.
Defects
The Company shall be liable for defects in design, workmanship or materials for a period of 12 months from delivery of the goods sold provided that the buyer can prove that the fault or defect is due to intent or negligence on the part of the Company or its staff.
In so far as the Company is liable for faults and defects in accordance with the above, it shall be entitled, at its discretion, to either exchange or repair such components or parts as show themselves to be defective owing to faults in design, workmanship or materials. The buyer shall pay the costs of disassembly, shipping, reassembly and start-up, etc.
The buyer may not rectify defects unless the Company has acknowledged the defects in writing and approved the rectification method.
The buyer is urged to carry out an inspection to the standard required by good business practice as soon as he receives the goods. If the goods are defective, the buyer shall inform the Company in writing within 8 days of delivery. Defects cannot be cited once the time limit of 8 days has expired.
Under no circumstances may compensation be claimed in respect of business interruption, loss of profit, day penalties or other consequential losses suffered by the buyer.
The Company’s obligations under the above provisions shall not cover the consequences of natural wear, abnormal use or overloading, inadequate care or operation contrary to the Company’s instructions, changes made without the Company’s written approval, repairs carried out incorrectly by the buyer or other circumstances beyond the Company’s control.
The Company shall not be liable for faults or defects complained about more than 12 months after delivery by the Company.
In so far as no fault or defect is proved, the buyer shall be invoiced for a service charge of DKK 500/EUR 70/GBP 45 per hour or part thereof.
In the event of repair or exchange, the goods shall be returned in the original packaging. If the goods are to be shipped for the Company’s account, the forwarder shall be chosen by the Company.
14.
Product liability
The provisions of the Danish Product Liability Act (Act No. 481 of 7 June 1989) shall apply to injury and damage covered directly by the Act.
The following limits shall apply to product liability not covered by the provisions of the aforementioned Act:
The Company shall only be liable for personal injury if it is proved that the injury is due to an error or omission on the part of the Company or other parties for whom the Company is responsible.
The Company shall not be liable for damage to real or movable property that occurs while the material is in the buyer’s possession. Nor shall the Company be liable for damage to products manufactured by the buyer or products in which they are incorporated. In other respects the Company shall be liable for damage to real and movable property on the same terms as for personal injury.
The Company shall not be liable for business interruption, loss of earnings or other consequential losses.
In so far as the Company has product liability imposed on it by a third party, the buyer shall hold the Company harmless to the same extent as the Company’s liability is limited under the three preceding clauses.
These limits on the Company’s liability shall not apply if the Company has been guilty of gross negligence.
The Company limits its liability to the direct losses that may result from its gross negligence subject to a maximum of DKK 5,000,000 for each complete order.
If a third party claims liability in damages against one of the parties in accordance with this section, the party in question shall inform the other party without delay.
The Company and the buyer shall be under a mutual obligation to allow an action to be brought against them at a court or arbitration tribunal that is hearing a claim for damages brought against one of them in respect of injury or damage allegedly caused by the material.
15.
Product information, professional liability of advisers
In general the Company shall only be liable for the goods sold complying with the specifications quoted in connection with the sale – not for the goods being suitable for the buyer’s purpose.
The Company shall accept liability over and above this only if it has given the buyer individual advice in writing in the form of working out a project, carrying out proper calculations or supplying a separate written statement as to the suitability of the goods for a specified purpose to a buyer who may be assumed not to have the necessary expert knowledge in the field to be able to assess the question of the suitability of the goods independently. The Company shall not be liable for statements if it is indicated that such statements are based on a rough assessment or estimate.
The Company shall accept liability only if the advice given may be said to be unwarrantable seen in relation to the knowledge that the Company possessed on the object of the advice when the advice was given. The Company provides advice on the basis of the data quoted by its suppliers and shall only cover losses resulting from errors in such data in so far as it receives indemnification from its suppliers in that respect.
If errors are found in the written advice provided by the Company together with the goods or services it supplies, the buyer shall inform the Company without undue delay as soon as he becomes or should have become aware of the presence of the error.
If this provision is set aside, the Company shall only compensate for such losses as may have arisen as a direct consequence of its erroneous advice on the date on which the buyer should have informed the Company.
If complaint is made in good time, the Company shall provide new advice free of charge.
The Company’s liability for losses resulting from erroneous advice shall be limited as follows:
The Company limits its liability to the direct losses that may result from its erroneous advice subject to a maximum of DKK 20,000 per complete order.
The Company shall never be liable for business interruption, loss of profit, day penalties or other consequential losses.
The Company’s liability for losses resulting from erroneous advice shall lapse no later than 1 year after the order to which the advice relates is delivered to the buyer.
16.
Installation
If the buyer opts to have installation of the goods, etc., carried out by the Company, the Company shall keep its fitters insured against accident at all times, whereas auxiliary labour and technical aids such as scaffolding, etc., shall not be insured by the Company, with auxiliary labour being regarded as employed by the buyer and technical aids as on loan from the buyer.
17.
Applicable law and legal venue
In the event of disagreement between the parties the dispute shall be decided in accordance with Danish law, with Esbjerg District Court being the proper venue.
The Company may, however, ask for the dispute to be settled by arbitration in accordance with the current rules in this respect.
18.
Other matters
Amendments or additions to these terms of business must be agreed in writing in order to be valid between the Company and the buyer.