General Conditions for Sales and Delivery for danfoil a/s
1. Preamble/Scope. The following conditions shall apply to all quotations, orders and deliveries so long as these are not deviated from any other written agreements between both parties.
2. Quotations. Unless otherwise stated, quotations submitted by danfoil a/s are valid for a period of 60 days from the date of issue.
On receipt of order after expiration of the time limit, danfoil a/s reserves the right to alter the offer. All prices are excl. of value added taxes or other possible tariffs or duties, freight, installation and packing, unless otherwise stated in the quotation. danfoil a/s reserves ownership of drawings and proposals, and these must not be copied or handed over to third party without the consent of danfoil a/s.
No agent or distributor is authorized to make additions or changes to our offer, and we shall undertake no responsibility whatsoever for such changes, unless we have confirmed our consent in writing.
3. Orders. Any order shall be confirmed in writing by danfoil a/s in order that an agreement on supplies can be considered as binding. The order will be supplied at a confirmed price subject to price increases resulting from changes in trade conditions, duties, rates of exchange, raw material supplies, and similar conditions outside danfoil a/s' control. A dispatch fee is added on orders of less than net DKK 500.00, ex VAT. Cancellation of orders will only be accepted as per agreement and against payment of danfoil a/s' loss incurred. Illustrations, dimension sketches, as well as the contents of leaflets, catalogues, circular letters, etc. are approximate and with no binding effect. When executing the order danfoil a/s reserves the right to make any changes which are deemed necessary from a technical point of view. The equipment will be produced and delivered according to Danish standards and regulations, unless otherwise agreed upon and explicitly mentioned in the order confirmation.
No agent or distributor is authorized to make additions or alterations to any confirmation or contract and we shall undertake no responsibility whatsoever, unless we have confirmed our consent in writing.
4. Delivery Conditions. Unless otherwise specified in writing, the goods shall be deemed to be sold "Ex Works" cf Incoterms 2010. The delivery time is counted from the date of the written confirmation, on the condition that all technical details and formalities for the execution of the order are available at that date. If confirmed, irrevocable Letter of Credit (IL/C) is agreed upon, this must also be available. If not, the delivery time is counted from the date when all details are available.
If the buyer omits to receive the supplies on the date agreed upon, he is nevertheless obligated to effect any payment conditioned by the delivery. Furthermore danfoil a/s can cancel the agreement and claim damages for the loss inflicted on danfoil a/s by the failure of the buyer. If delay in delivery is due to war, strike, lockout, and other force majeure or political conditions, or lack of sub supplies which danfoil a/s cannot control, or to the buyer's action or failure, the delivery time is extended accordingly. In these cases danfoil a/s is not liable for damages to the buyer. If the buyer should not observe the conditions stipulated for payment of the purchase price, danfoil a/s shall be under no obligation to deliver. No claims will be accepted at such delays of delivery.
The goods will be packed according to danfoil a/s' judgement, and expenses will be charged to the buyer, unless packing has been explicitly incorporated into the quotation. Provided shipment is carried out on behalf of the buyer, it will always take place on the risk of the buyer, even in case of carriage paid. The buyer must therefore arrange for the necessary insurance.
5. Payment. Payment for orders less than net DKK 100.000,00, ex VAT is net cash 8 days. For orders that exceed net DKK 100.000,00, ex VAT payment is net cash 30 days from delivery, both terms shall be covered by a banker's guarantee or an irrevocable Letter of Credit, confirmed by a Danish bank, at seller's choice, if no other written agreement exists. In any case the buyer shall not be entitled to withhold payment because of any counterclaims, unless accepted by danfoil a/s If payment should be effected later than the stipulated settling date, interest shall be paid on overdue payments at the rate of 1,5 per cent a month added from the beginning of every new month. danfoil a/s reserves the right to change the rate of interest at any time. In case prepayment has been agreed upon, i.e. first instalment by order confirmation, payment in time will be a condition for observance of the agreed time of delivery. No payment can be settled with any agents/distributors or representatives, but should be effected directly to danfoil a/s, Jellingvej 14, DK-9230 Svenstrup J.
6. Ownership. The ownership of the delivered goods remains with danfoil a/s, as long as any claim exists against the buyer.
As ownership is reserved for the delivered goods, the buyer is under obligation to keep the goods insured at the total new value from the date of delivery until full payment has been made.
7. Liabilities for Defects. Danfoil a/s undertakes to remedy any defect in or failure of the goods supplied which arise solely from faults in design, materials or workmanship within a period of 12 consecutive months from the date of delivery, provided normal use. This liability of danfoil a/s shall be accepted and acknowledged by the buyer.
This liability does not apply to defects caused by the omission of the buyer to maintain and use the goods in full accordance with given instructions, or if remedy is carried out by other than the workshops approved by danfoil a/s, or if the goods are subjected to frost, put to incorrect or inappropriate use or are modified or technically changed without the prior written consent of danfoil a/s, or are subjected to extraordinary influences, or if unoriginal spare parts have been used. Parts subject to wear and tear by way of example tubes, seals, connections and nozzles are not covered by this guarantee. The same applies to damage to products supplied by the buyer or a construction ordered by the buyer. Complaints pertaining to defects shall be submitted in writing as a service report stating machine identification immediately and no later than 8 days after the defect has been or should have been found. For spare parts no later than 8 days from date of delivery. danfoil a/s is not responsible for trading loss, loss of time, profits, lost wages, or any other indirect loss related to the remedy. Delayed complaints will not be accepted. Defect parts that are replaced are to be placed at danfoil a/s' disposal. Unless stipulated otherwise, all transport and mounting of defective, repaired, and replaced equipment shall be for the buyer's account and risk. Parts of the supply which have not been manufactured by danfoil a/s will only be replaced to the same extent as replaced towards danfoil a/s by sub supplier.
8. Returning of goods. danfoil a/s only accepts return of goods after preceding agreement and with statement of invoice Number. Return of used goods, damaged goods, goods not in original packing, goods made to special order or purchased goods is not acceptable. Return of goods shall be made carriage paid. By return of goods a fee of min. 15% on faultless goods is debited.
9. Liability for Damage Caused by the Goods (Product Liability)
danfoil a/s shall only be liable for personal injury caused by a product produced by danfoil a/s if it has been proved that such injury was caused by fault or negligence by danfoil a/s or others, for which danfoil a/s is responsible. danfoil a/s is, however, not responsible for damage to real property or movables which has taken place while the supply is in the buyer's possession, or damage to products manufactured by the buyer or products in which these are included. The same applies to damage in connection with any of the events mentioned in clause 4. danfoil a/s is not responsible for trading loss, loss of time, profits, lost wages, or any other indirect loss. danfoil a/s accepts no liability for damage caused by goods delivered more than 5 years before the damage occurs. As far as product liability to third party will be imposed on danfoil a/s, the buyer is under an obligation to indemnify danfoil a/s to the same extent as danfoil a/s' liability is limited by the above clause.
10. Service and Repair Works. Prices stated for service and repair works are calculated to the best of our judgement on the basis of available information and shall be considered as rough estimates unless otherwise specified in writing. The main prerequisite for the performance of a correct and punctual job by danfoil a/s is that the purchaser ensures free and unobstructed access to the product. As regards service and repair works danfoil a/s' liability comprises solely those spare parts provided by danfoil a/s and repair and modifications carried out by danfoil a/s.
11. ICC Arbitration Clause. All disputes arising in connection with the contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall take place at 'Copenhagen Arbitration',Denmark. The law, CCISG, shall be applicable for the settlement of all disputes.