General Terms and Conditions of Sale

 

1. GENERAL PROVISIONS

 

1.1

These General Terms and Conditions of Sale ("Terms") will apply to Contracts between the buyer ("Buyer") and GP Kollund ApS, Bakkegårdsvej 3, 6340 Kruså, Denmark ("Seller") regarding the purchase of goods and/or services ("Goods").

 

1.2

The Terms take precedence over Buyer's standard terms and conditions and the terms and conditions contained therein, regardless of whether Buyer has referred or may refer to it in orders, emails, letters, on websites, etc., unless such terms and conditions are expressly accepted by Seller in writing.

 

2. OFFERS AND ORDERS

 

2.1

An offer from Seller is not binding. Thus, Seller can at any time revoke an offer until a Contract has been formed or confirmation has been given.

 

2.2

Orders made by Buyer, including oral orders, are irrevocable until either a Contract has been formed or Seller has rejected the order. Seller is free to choose whether it wants to accept or reject an order.

 

2.3

A contract ("Contract") is formed when Seller has given a written acceptance of Buyer's order either by issuing an order confirmation or by issuing an invoice to Buyer. Contracts incorporate the Terms.

 

2.4

If Seller's order confirmation differs from Buyer's order, Buyer must notify Seller thereof within 8 days after Seller has issued an order confirmation. Unless Buyer gives such notice, the order confirmation shall be deemed to have been accepted by Buyer.

 

3. PRICE AND TERMS OF PAYMENT

 

3.1

Prices under a Contract are exclusive of customs duties, packing, registration fee, VAT and other taxes.

 

3.2

For services, Seller's hourly rates will apply. Transport costs and other expenses are calculated separately.

 

3.3

Seller may adjust the price accordingly due to exchange rate fluctuations, increases in the price of material, consumables and raw materials, wages, salaries, social costs, costs imposed by the authorities, (environmental) taxes, transport costs, import or export taxes or insurance premiums, which arise between the time the Contract is concluded and the delivery of the Goods.

 

3.4

An invoice falls due at the time Buyer receives the invoice. Payment must be made in Danish kroner (DKK).

 

3.5

Seller may invoice 50 % of the price when a Contract is formed. Seller may invoice the remaining 50 % upon registration in Denmark two weeks prior to expected delivery.

 

3.6

Buyer does not have a right to set-off or withhold any part of an invoiced amount.

4. SELLER'S INFORMATION

 

4.1

Information provided by Seller regarding the application, weight, dimensions, capacity and technical data of the Goods in catalogues, brochures, prospectuses, advertisements, etc., is only to be regarded as approximate and cannot be regarded as guaranteed.

 

4.2

Seller may change the specifications of the Goods without notice if this can be done without causing significant inconvenience to Buyer.

 

4.3

Buyer shall accept minor deviations in relation to the specific material and color of the Goods.

 

5. RETENTION OF TITLE

 

5.1

The title to the Goods will not pass to Buyer until Buyer has paid Seller in full. The following conditions apply as long as the retention of title applies:

 

a) Buyer shall keep the Goods in good condition and will not have the right to change the Goods.

 

b) Buyer shall keep the Goods fully insured and shall sign a pledge declaration to the insurer regarding the Seller's reservation of title and shall pay the fee associated with the declaration.

 

c) Buyer may sell the Goods, and if so, on Seller's demand Buyer assigns to Seller the right to receive payment from the sale until Buyer has paid Seller in full.

 

5.2

Upon the return of the Goods, Buyer shall reimburse Seller for losses and costs incurred by Seller.

 

6. CANCELLATION

 

6.1

Buyer will not have the right to cancel or return Goods which are,

 

(i) already ordered or delivered; or

 

(ii) purchased or specifically made for Buyer,

 

in each case unless expressly agreed with Seller in writing. Seller will have the right to charge a cancellation fee in this connection. Prepayment will not be refunded.

 

7. DELIVERY AND THE PASSING OF THE RISK

 

7.1

Delivery will take place Ex Works (Incoterms 2020) Seller's warehouse.

 

8. DELIVERY

 

8.1

The delivery dates stated in the offer are estimates only and will be subject to change until a Contract is formed.

 

8.2

If delivery is delayed, Seller may the agreed delivery date for a period that is reasonable, considering the circumstances. Seller may also extend the agreed delivery date, if the cause of the delay arises after the agreed delivery date. Seller's right to extend the delivery date pursuant to this clause 8.2 does not apply, if the delay is due to Seller's negligence.

 

8.3

If delivery for one or more of the Goods takes place later than one month after the agreed delivery date or an extended delivery date, cf. clause 8.2, Buyer may set a reasonable and final deadline for delivery in writing. If Seller negligently fails to deliver the Goods before the expiry of this final period, Buyer may terminate the Contract in writing for the part of the Goods that is not delivered within such reasonable and final deadline. Whether Buyer terminates or maintains the Contract, Seller shall not be liable for Buyer's direct or indirect losses or costs.

 

8.4

If Buyer does not pick up the Goods within 10 days after Delivery, Seller may terminate the relevant Contract with immediate effect by written notice to Buyer. Buyer remains liable for the price to the extent it has not been paid. Seller shall not return payments made by Buyer under the terminated Contract.

 

9. DELAYED PAYMENT

 

9.1

If Buyer does not pay an invoice in accordance with clause 3.4, Seller may postpone the date of delivery or terminate the Contract. Seller must notify Buyer in writing of Seller's choice.

 

9.2

Unless Buyer's failure to collect the Goods is due to on e or more of the items listed in clause 13.1, Seller may in writing require Buyer to collect the Goods within a reasonable time. If Buyer fails to collect the Goods by the expiry of this deadline, Seller may terminate the Contract in writing with respect to the part of the Goods delivered.

 

9.3

Whether Seller terminates or maintains the Contract pursuant to clause. 9.1 or 9.2, Seller may claim damages and compensation from Buyer for direct and indirect losses and costs as a result of delayed payment and/or collection of the Goods, including interest compounded from the due date of the relevant invoice.

 

10. INSPECTION AND NOTICE OF DEFECTS

 

10.1

Buyer shall inspect the Goods immediately upon delivery.

 

10.2

If Buyer discovers or should have discovered that the Goods are defective, Buyer shall immediately give written notice to Seller. If Buyer does not notify Seller in a timely manner, Buyer's right to claim remedy will lapse.

 

10.3

If Buyer wrongfully notifies Seller of a defect, Seller is entitled to invoice the costs incurred by Seller as a result of Buyer's wrongful notice.

 

11. LIABILITY FOR DEFECTS

 

11.1

The Goods will be considered defective only if they do not meet the agreed quality and specifications and this prevents the ordinary use of the Goods.

 

11.2

Seller is responsible for defects in the Goods, however only if,

 

(i) the Goods have not been used more intensively or differently than what is agreed or customary for the type of Goods concerned;

 

(ii) the Goods have not been altered and no other intervention has been made in the Goods; and

 

(iii) the Goods have been handled, stored, maintained and used in accordance with the usual practice for the type of Goods concerned.

 

In the event of defects for which Seller is responsible, Seller will have the right to remedy the defect or deliver substitute goods. Seller will have the right to make several remedy attempts or deliveries of substitute goods.

11.3

Seller's liability is limited to defects which Buyer has notified Seller of within 12 months of the date of delivery. Seller is responsible for defects in the parts of the Goods that the Seller has repaired or replaced with new ones in accordance with clause 11.2, pursuant to the terms of the Contract applicable to the original Goods. Seller will in any case, however, not be liable for defects in the Goods later than 12 months from the date of delivery.

 

11.4

If Seller fails to fulfill its obligations under clause 11.2 within a reasonable time, Buyer may give Seller a written notice requiring Seller to do so before the expiry of a final period, which must be at least 30 days from Buyer's notice. If Seller fails to fulfil its obligations by this deadline, Buyer may claim a proportionate reduction of the price.

 

11.5

If the defect is material and Seller has not fulfilled its obligations under clause 11.2 within the final deadline under clause 11.3, Buyer may terminate the Contract in writing. Buyer will in such case have the right to recover its loss. However, the total reimbursement cannot exceed an amount equal to the price under the Contract. Buyer can only terminate the Contract for the part of the Goods that suffers from a defect.

 

11.6

Buyer shall at its own cost and risk return to Seller the defective parts in the Goods that are replaced in accordance with clause 11.2. Such parts will become Seller's property when these are separated from the asset in which they were installed or to which they otherwise were connected.

 

11.7

If Buyer has notified Seller of a defect for which Seller is not liable or which in fact is not a defect, Buyer shall reimburse Seller the cost incurred by Seller as a result of the notice.

12. PRODUCT LIABILITY

 

12.1

Seller is only liable for damage to persons and/or property cause by the Goods, if the damage is caused by the negligence of Seller or others for whom Seller is responsible and to the extent the liability is covered by Seller's insurance.

 

12.2

Seller is not responsible for damage to persons and/or property caused by the Goods that occurs while the Goods are in Buyer's possession. Seller is neither responsible for damage caused by the Goods on products manufactured by Buyer or on products in which the Goods are installed or to which they otherwise are connected.

 

12.3

If a third party makes a claim against Seller for damage to persons and/or property caused by the Goods, Buyer shall indemnify Seller against liability for which Seller is not liable to Buyer under the Terms.

 

12.4

If a third party raises a claim against one of the parties as a result of damage caused by the Goods, that party must immediately notify the other party. If no such notification occurs, the party forfeits claims against the other party in relation to the third party's claim.

 

12.5

Seller and Buyer are mutually obliged to be sued before the court or tribunal that processes a claim against one of them on the basis of an injury allegedly caused by the Goods.

 

13. FORCE MAJEURE

 

13.1

Any event or circumstance beyond the control of a party, such as fire, war, epidemics, quarantine restrictions, mobilization or military call up of a comparable scope, seizure, confiscation, currency restrictions, insurrection and civil commotion, cyberattacks, shortage of transport, restrictions in use of power and defects or delays in deliveries from sub-suppliers, that hinders, prevents, delays or otherwise affects such party's fulfilment of its obligations under the Contract or makes such fulfillment unreasonably burdensome, will exempt such party liability as long as such event or circumstance endures.

 

13.2

The party that wants to invoke a reason for exemption from liability as mentioned in clause 13.1, shall without undue delay give written notice to the other party regarding the occurrence and termination of the circumstance. If Buyer due to a reason for exemption from liability, as mentioned in clause 13.1 does not fulfill its obligations, Buyer shall reimburse Seller the costs incurred by Seller for securing and protecting the Goods. Buyer shall also reimburse Seller the costs incurred by Seller for personnel, sub-suppliers and equipment that on Buyer's request are kept ready for resumption of work.

 

13.3

Notwithstanding the other provisions of the Terms, each party will have the right to terminate the Contract by giving written notice to the other party if the fulfillment of the Contract has been delayed for more than 6 consecutive months as a result of an exemption from liability as described in clause 13.1.

 

14. LIMITATION OF LIABILITY

 

14.1

Seller will not be liable for consequential loss, loss of profits, loss of production or another indirect loss incurred by Buyer.

 

14.2

Seller's liability under a Contract is limited to 20 % of the total amount paid by Buyer under the Contract, however, this limitation will not apply to liability of Seller's which caused by gross negligence or willful misconduct.

 

15. CONFIDENTIALITY AND INTELLECTUAL RIGHTS

 

15.1

Drawings and other technical documents relating to the Goods, which have been disclosed by a party to the other after the formation of the Contract, belong to the party who has disclosed the material.

 

15.2

Neither party will be entitled to disclose technical or business-related information or documents to a third party which the other party have designated as confidential at the formation of the Contract or subsequently without the consent of the other party. However, this does not apply if it is necessary to disclose the information or document for the party to fulfill its obligations under the Contract or for the purpose of operation or maintenance of the Goods.

 

15.3

Each party shall prevent confidential information and documents from being transmitted to or used by their employees, consultants, sub-suppliers or others who have access to or can access the information or documents through that party, to a greater extent than permitted in clause 15.2.

 

15.4

Buyer does not obtain rights in the form of licenses, patents, copyrights, trademarks or other intellectual property rights to the Goods.

 

16. TRANSFER OF RIGHTS

 

16.1

Seller may transfer the rights and obligations under the Contract to a third party. Buyer may transfer the rights under the Contract to a third party, however the Buyer may only transfer its obligations under the Contract to a third party upon Seller's express and written acceptance.

 

17. DISPUTES AND APPLICABLE LAW

 

17.1

The Terms and disputes between the parties in connection with the Contract, including disputes concerning the existence, validity or termination of the Contract, will be governed by Danish law.

 

17.2

Any dispute that may arise in connection with the Contract, including disputes concerning the existence, validity or termination of the Contract, must be settled by the Court of Sønderborg.