Sales & Delivery terms
1.1 These Terms of Sale and Delivery of Bjørn Thorsen A/S (in the following referred to as "the Seller") shall apply to any offer, sale, and delivery unless derogated from by express written agreement. Any indication by the Buyer of special or general terms in orders, general terms of business, etc. shall not be considered derogation from the agreement between the Seller and the Buyer or the terms below, unless the Seller has given his written ac-ceptance thereof.
1.2 Any agreement between the Buyer and the Seller shall not be considered entered into until the Seller has sent a written order confirmation or similar confirmation or by execution of the order.
2.1 The Seller's prices are exclusive of VAT and other du-ties. The Seller reserves the right, unless otherwise agreed, to alter the prices indicated without notice due to increases in the Seller's costs in connection with the pro-curement of the goods.
3.TIME OF DELIVERY AND THE SELLER'S LIA-BILITY FOR DELAYS
3.1 Times of delivery quoted are intended as a best estimate and are calculated from the Seller's order confirmation, however no sooner than the time when the Seller con-firms in writing to have received all information in con-nection with the delivery. The Seller excludes any lia-bility in damages as a result of delays.
3.2 In case of impediment to perform due to circumstances beyond the Seller's control, such as, but not limited to, mobilisation, warfare, blockade, riots, unrest, strikes, lock-out, energy crisis, shortage of goods, fire, epidem-ics, public restrictions, such as export and import prohi-bitions and introduction of disposal schemes, and imper-fect or delayed deliveries from sub-suppliers and other circumstances, the Seller shall be entitled to delay deliv-ery until such time when the impediment to perform has ceased to exist without becoming liable for delays. The Seller shall inform the buyer as soon as possible about the commencement and the termination of the impedi-ment to perform.
3.3 The Seller shall be entitled to deliver in part by succes-sive deliveries. In such case, each delivery shall be con-sidered an individual delivery. Therefore, the Buyer shall not be entitled to terminate the remaining part of the agreement if a partial delivery should be delayed or otherwise be in default.
4. PLACE OF DELIVERY, SHIPPING AND PACK-AGING COST
4.1 Unless otherwise agreed delivery shall be CPT (as de-fined in the latest edition of INCOTERMS) the destina-tion designated in the order. Shipping costs of small or-ders shall be paid by the Buyer according to the Seller's instructions.
4.2 The Seller shall choose the packaging material.
5.1 The terms of payment shall be 30 days from the date of invoice unless the Seller has stated otherwise in the in-voice or separate
agreement has been made concerning payment. The mode of payment shall be as stated in the invoice.
5.2 If the terms of payment stated in the invoice are not ob-served the Seller reserves the right to hold back further deliveries until payment has been made. If the terms of payment are exceeded the Buyer shall pay interest of 2% per commenced month calculated from the due payment date until payment with interest has been received by the Seller. The Seller shall maintain the rights available un-der Danish law to collect the debt.
5.3 The Buyer shall not be entitled to offset any claims against the Seller in the purchase price, unless such claims have been confirmed in writing by the Seller. Nor shall the Buyer be entitled to retain any part of the pur-chase price against any counterclaims at all.
6. RETENTION OF TITLE
6.1 The Seller retains full title to all deliveries until the pur-chase price including interest, if any, has been paid in full.
7. THE BUYER'S DUTY TO INSPECT
7.1 The Buyer shall immediately and no later than 7 days from receipt of a delivery initiate the necessary examin-ations of the goods in order to demonstrate any defects. Such examinations, however, shall take place before the Buyer includes the Seller's products in other products. The Buyer shall immediately notify the Seller in writing of any defects discovered. In case of any lacks or defects occurred in transit and immediately ascertainable on de-livery, the Buyer shall notify the carrier in question and ensure that the driver notes and signs for the ascertain-able lacks and defects on the delivery note. If a delivery has lacks or defects that are not discovered during the above examinations, the Buyer, without delay after the defect has been discovered or should have been discov-ered, must notify the Seller thereof in writing. All complaints shall contain a specification of the defect.
7.2 If the Buyer neglects its duty to inspect or notify accord-ing to the above then the Buyer shall forfeit its right to make a claim for defects, including any discrepancy in quantity, if the Buyer knew or ought to have known thereof.
7.3 The Buyer's claim, if any, against the Seller shall be made within 1 year from the time of delivery.
8.1 The Seller's liability for defects is limited to delivery of substitute goods, supplementary delivery or remedial measures at the Seller's discretion. At the Seller's request the Buyer shall place the delivered goods at the Seller's disposal. Costs for dismantling and shipment of the goods supplied shall be borne by the Seller only if the dispatch is at the initiative of the Seller.
8.2 The Seller's delivery of substitute goods, supplementary delivery or remedial measures shall take place within a reasonable period of time.
8.3 The Seller's liability for defects does not include defects that are caused by faulty operation, faulty application, unforeseen contingencies, or other circumstances for which the Buyer bears the responsibility or the risk.
8.4 In no circumstances shall the Seller be liable for operat-ing losses, loss of profits, loss of saving, third party loss or other indirect losses. The Seller's liability for any de-livery is in all circumstances limited to the invoice price of that delivery. Furthermore, the Buyer shall not be en-titled to claim a proportional reduction of the purchase price.
8.5 The above limitation of liability shall not apply if the Seller has acted grossly negligent or with wilful intent.
9. PRODUCT LIABILITY
9.1 The Seller shall only incur product liability pursuant to the stipulations in the Danish Product Liability Act (pro-duktansvarsloven) that may not be dispensed with by agreement. The Seller disclaims liability in damages and liability under the product liability rules developed by case law, including liability for damages and loses as mentioned in clause 8.4, first sentence, regardless of whether the Seller or previous sellers have acted negli-gently.
9.2 To the extent to which product liability with respect to third party may be imposed on the Seller, the Buyer shall indemnify the Seller to the same extent as the Seller's li-ability is limited under clause 9.1.
9.3 This limitation to the Seller's liability shall not apply if he has acted grossly negligent.
9.4 If a third party submits a product liability claim against either the Buyer or the Seller, that party shall immedi-ately advise the other party thereof.
10. WARRANTY AND PRODUCT INFORMATION
10.1 The Seller only provides warranties and indemnities if expressly agreed.
10.2 Product information is provided on the basis of the latest information from the Seller's suppliers, and the Seller shall assume no
responsibility for errors and mistakes in such material. Unless otherwise stipulated, indications in product specifications are to be considered typical values or average values.
11. GENERAL PROVISIONS, APPLICABLE LAW AND VENUE
11.1 Any disputes between the Seller and the Buyer arising out of this agreement, including the understanding of these Terms of Sale and Delivery, shall be settled in ac-cordance with the rules of Danish law with the Seller's home court as venue. The Seller shall be entitled to initi-ate proceedings against the Buyer at the Buyer's home court.
11.2 The Seller shall treat information in accordance with the Danish Act on Processing of Personal Data (person-dataloven), the Danish Marketing Practices Act (mark-edsføringsloven), and the general provisions of Danish law.
11.3 These Terms of Sale and Delivery have been translated from Danish into English. The English translation shall only serve as guidance.