1. Quotation, Order and Acceptance
Quotations submitted on the basis of measurements from drawings are made without liability for SallingPlast (SP) for any incorrect measuring.
The purchaser’s orders and commissions are not binding on SP until the purchaser has received an order confirmation in writing.
Quotations from SP stipulating no specific time for acceptance shall be regarded as having lapsed if no unqualified acceptance from the purchaser reaches SP within 4 weeks of the date of the quotation.
2. Performance of SP
SP’s performance includes only the parts and goods specified in the order confirmation; on the terms contained herein and any specially agreed terms, SP undertakes to supply goods of customary sound quality with respect to materials and workmanship.
All drawings, sketches, technical specifications, etc. remain SP’s property and may not be copied or passed on to any third party. The goods supplied by SP may not be manufactured, copied or conveyed to any third party by the purchaser with this purpose in mind.
Unless otherwise agreed, delivery shall be deemed to have taken place upon loading the goods onto a truck at SP’s works – Ex works (f.o.t. Incoterms 2010).
4. All Monies Retention of Title
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with SP until we have received payment of the full price of
a) all goods and/or services the subject of the contract
b) all other goods and/or services supplied by SP to the buyer under any contract whatsoever.
Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between SP and the buyer.
5. Returned Goods
We only accept returned goods if an agreement has been made with our order center and according to the following points:
a) Goods and packaging must be clean and undamaged
b) Date of return must be no later than 6 months after invoice date
c) Goods must be marked with order No.
d) Only standard goods can be returned.
e) Cost of freight must be paid by the consignor.
Deduction: 25 % of the value of the goods.
All prices are exclusive of VAT and public duties.
Unless otherwise agreed in writing, SP’s prices are stated subject to any price increases prior to acceptance, including any documented changes in material prices, sub-supplier’s prices, changes in public duties, customs duties and other duties resulting in an increase of SP’s costs. If the nature of the supply is changed or SP’s costs are increased in any other way due to any circumstances for which the purchaser is responsible, SP reserves the right to adjust the agreed price.
7. Terms of Payment
Provided that the time of delivery agreed has been reached, SP is entitled to invoice the purchaser for all deliveries which have been supplied or of which the purchaser has been notified that they are ready for delivery by SP.
Unless otherwise specifically agreed, the terms of payment are net cash on receipt of the goods.
Failing punctual remittal of payment,SP is entitled to interest on the amount owed: 1.5% for each fraction of a month after the due date.
8. Time of Delivery etc.
Unless otherwise agreed, delivery shall take place as soon as possible. If the time of delivery has been agreed for a particular week, delivery at the end of the week in which delivery was confirmed in SP’s order confirmation shall be regarded as punctual delivery in every respect. If delivery has been agreed for a particular day, delivery on that day at the latest shall be deemed punctual delivery.
SP may demand an extension of the time of delivery in the following situations:
a) In the event of changes to the order required by the purchaser
b) In the event of delays to deliveries or performance supplied or ordered by the purchaser himself
c) In the event of force majeure – please see clause 15 of these terms of delivery
d) In the event of stoppage or delay of the work on the delivery as a result of public injunction
e) In the event of non-delivery or defective deliveries on the part of SP’s sub-suppliers, not exceeding 4 weeks, however.
Under a, b and d above, SP also reserves the right to adjust the agreed price in accordance with the costs incurred by SP in this connection, including the customary profit margin, in respect of situations directly or indirectly due to circumstances for which the purchaser is responsible.
If delivery is substantially delayed and SP is not entitled to an extension of the delivery time, the purchaser is entitled to terminate the agreement subject to notifying SP in writing and subject to proving that such delay will result in substantial inconvenience to the purchaser.
If the delay only applies to part of the goods sold, the purchaser shall only be entitled to terminate the contract with respect to such goods. If the delay concerns goods manufactured according to the purchaser’s instructions or specifications, or if the goods are of a nature not usually carried in stock by SP, the contract may only be terminated if, as a result of the delay, the purchaser’s intentions with the purchase will fail fundamentally.
Provided the purchaser can prove that the delay is due to errors or omissions on the part of SP and that he has suffered a loss, which was foreseeable owing to the delay, the purchaser is entitled to liquidated damages for the loss he has thus sustained. Liquidated damages shall not,however, exceed an amount of 1% of the agreed payment for the performance delayed for every full week the delay has lasted and liquidated damages shall not exceed 10% of the payment for the performance delayed. Apart from this, SP assumes no liability for delay or the consequences thereof, and the purchaser shall have no other remedies.
9. Purchaser’s Default
If the purchaser fails to collect the goods or issue instructions for the dispatch hereof once the delivery time has occurred, SP is entitled to store and insure the goods for the purchaser’s account and to forward an invoice for the same, please see clause 7.
If the purchaser fails to collect the goods sold, despite a written request to do so, SP shall be entitled to sell such goods on the most favorable terms possible for the purchaser’s account, also in cases where the goods have been produced specifically to the purchaser’s instructions or specifications.
10. Liability for Defects
Defects due to errors on the part of SP shall entitle the purchaser for 5 years from the date of delivery to claim damages or replacement. The buyer shall contact SP immediately after having demonstrated the defect. SP shall have immediate access to the defected parts in preparation for a repair. Any work performed in this connection without the acceptance from SP, SP shall not make good. Damages, however, shall not exceed the amount invoiced for the goods. In the case of replacement, such supply shall be subject to the same terms of delivery and reservations valid for the original supply. Apart from this, SP assumes no liability for direct or indirect damage or loss caused by defects.
11. Product Liability
SP shall be liable for damage and personal injury only if it is proved that such damage or injury is due to an error by SP. SP shall be liable for a period not exceeding 5 years after delivery of the goods to the purchaser.
SP shall not be liable for operating loss, loss of profit or other indirect losses, and SP’s liability for damage to real estate and personal property shall not exceed 500,000 DKK. If further claims are raised against SP by a third party, the purchaser shall be obliged to let himself be summoned by the court examining the claim for damages lodged against SP.
12. Limitation of Liability
SP shall not be liable for indirect damage and loss such as operating loss, time loss, profit loss or other similar losses. Even though SP may in certain cases waive claims or rights vis-à-vis the purchaser, this does not imply that SP will waive such claims or rights in instances other than that specifically agreed.
13. Insurance of Customer Products
SP's insurance does not cover products owned by customers delivered to SP for further processing.
Therefore, the customers themselves must have these customer products insured during the period, in which these products are in SP's care.
14. Duty of Notification and Duty of Examination
The purchaser is under an obligation to examine thoroughly the conformity of the goods upon receipt at the latest. The purchaser shall immediately notify SP of any defects established upon such examination and the purchaser shall not subsequently refer to defects, which were or should have been established during such examination. The same applies if the purchaser fails to notify SP immediately of any latent defects subsequently ascertained.
15. Force Majeure (Exemption from Liability)
SP shall carry no responsibility whatsoever for non-fulfillment or delayed fulfillment of contracts if this is due to force majeure, war, riots, civil commotion, intervention by the government or by public authorities, fire, strike, lock-out, export and/or import bans, or any other reason beyond SP’s control. This exemption of liability also applies to confirmed agreements with SP’s sub-suppliers.
Where perfect or punctual delivery is temporarily impeded by one or more of the above circumstances, delivery shall be postponed for a period equivalent to the duration of the impediment with the addition of a period deemed reasonable under the circumstances to allow for a normalization of conditions. Delivery at the time of delivery thus postponed shall in all respects be deemed punctual. Where the impediment to delivery can be expected to persist for longer than 8 weeks, both SP and the purchaser are entitled to terminate the agreement without this amounting to breach of contract.
16. Applicable Law and Venue
Any dispute between the parties that cannot be settled amicably shall be settled by application of Danish law either by arbitration or - if both parties agree hereon – by the ordinary courts of law. If an arbitration tribunal is set up, such tribunal shall be composed of three arbitrators who shall be appointed by the President of the Western Division of the High Court of Denmark. One of the arbitrators - the chairman - shall fulfill the conditions for being a judge, whereas the other two arbitrators shall be professionally qualified within the field of the dispute.
The arbitrators shall observe the duty of secrecy in respect of matters of which they obtain knowledge during the case.
Moreover, the Danish Act on Arbitration shall apply.
Ranum, April 2017