Terms and conditions
The general terms and conditions of sales and delivery below shall apply to the extent that they are not dispensed with by another written agreement:
1. Offer and delivery
Unless otherwise agreed, orders shall be made at prices applicable on the delivery date and, where both prices and deliveries are concerned, subject to strikes, lock-outs and any other circumstances beyond the Vendor's control cf. Clause 9.
Unless otherwise agreed in writing, the delivery dates stated are the Vendor's best estimate and subject to prior sale to a third party. In the event that the Vendor concludes that the agreed delivery date cannot be met or that a delay has to be considered probable, the Purchaser shall receive written notification of this, including, if possible, a new estimated delivery date.
The Vendor's liability for any loss the Purchaser may incur as a result of delay or failure to deliver shall not exceed 5 % of the total order sum.
2. Technical information, product details, etc.
Information provided in brochures, catalogues, price lists, etc. pertaining to weight, dimensions, capacity, performance and any other technical data is approximate and only binding to the extent that specific reference is made to it in the agreement.
3. Changes to the design
The Vendor reserves the right, prior to delivery and without further notice to the Purchaser, to make any changes to the construction, design, etc. that he (the Vendor) deems necessary.
In the event of such changes, the Purchaser shall be entitled only to cancel the purchase if he can prove that the original construction, design, etc. was a precondition for the purchase. The Purchaser shall not be entitled to any form of compensation for the changes made or for cancellation of the purchase arising from them.
Unless otherwise agreed in writing, the prices stated in offers and agreements are stated excl. Danish VAT and government duties but including packaging.
5. Assignment of risk
Unless otherwise agreed, the delivery shall be assumed sold ex works (Duelco's warehouse).
In the event that the delivery is damaged in transport, the haulier shall be informed on receipt of the goods with a comment on the consignment note. This shall be of no concern to the Vendor.
The Vendor's conditions of payment are stated on the invoice.
In the event that the Purchaser fails to pay by the due date, the Vendor shall be entitled to charge interest at 2 % per month or part thereof. The delivery shall remain the property of the Vendor until payment is made in full. Bills of exchange and certificates of debt shall not be considered payment until they are redeemed in full.
7. Rectification of faults
In the event of faults in the delivery due to design/construction, materials or production, the Vendor shall undertake in a period of 24 consecutive months from delivery to the initial user, at his discretion, to redeliver or repair the faulty items with no undue delay.
Rectification shall not include cases, in which faults are due to a failure to maintain or use the goods delivered in compliance with the Vendor's instructions, or incorrect or inappropriate use, or changes or technical intervention made without our written consent, or due to extraordinary climatic conditions.
Wearing parts shall not be included in the right of rectification. The cost of fitting and disassembly shall not be included in the right of rectification.
In the event that the Purchaser wishes to claim for faults, he shall send a written claim immediately after the fault is discovered.
If the Purchaser can remedy the fault at his domicile, the Vendor's obligation to rectify the fault in accordance with this provision shall be fulfilled if the Vendor supplies a new replacement or repaired part.
Unless otherwise agreed, in the event that the Vendor should receive faulty deliveries and parts returned with a view to redelivery or repairs, transportation shall be made at the Purchaser's expense and risk. Unless otherwise agreed, in the event that deliveries or parts are forwarded to the Purchaser as redeliveries or as repaired parts, transportation shall be made at the Vendor's expense and risk.
Faulty parts replaced as described above shall be placed at the Vendor's disposal.
The Vendor shall provide a right to rectification for any parts of the delivery exchanged or repaired on the same conditions and preconditions as applied to the original delivery. The Vendor's obligation to rectify shall, however, not apply for any part of the delivery more than 36 months after delivery to the Purchaser.
When the risk for the delivery has been assigned to the Purchaser, the Vendor shall not be liable for any faults over and above those stated in the above. The Vendor shall thus disclaim liability for indirect losses of any kind (for example, operating losses) that the Purchaser may have incurred due to the fault.
8. Liability for damages caused by the delivery – product liability
In the event that a delivery from the Vendor should cause damage, the Vendor shall be liable for personal injury providing that it can be substantiated that the injury is due to actions or negligence on the part of the Vendor. The Vendor cannot accept liability for damage to personal property or real estate.
The Vendor cannot under any circumstances accept liability for operating losses, loss of profits or for indirect losses of any other kind.
To the extent that the Vendor should become liable to a third party, the Purchaser shall be obliged to indemnify the Vendor to the extent that such obligation should extend beyond the establish limits. The Purchaser shall be obliged to allow charges to be brought against himself at the same court of justice, at which proceedings are heard for a claim alleged caused by a fault in one of the Vendor's deliveries.
9. Immunity – force majeure
The following contingencies shall imply immunity when they occur after the commencement of the agreement and constitute a hindrance to its fulfilment.
Labour disputes, strikes, lock-outs and any other contingencies beyond the Parties' control, including fire, war, mobilisation or unforeseen military conscription of a similar magnitude, acts of sabotage or terror, requisition, confiscation, foreign currency restrictions, fuel restrictions and subsuppliers' failure to deliver, or delay in such deliveries due to any of the contingencies stated in this provision.
The Party wishing to claim the presence of any of the stated contingencies shall, without undue delay, notify the other Party in writing of the occurrence of the event and of its cessation.
Both Parties shall be entitled to notify the other Party in writing of cancellation of the agreement in the event that its fulfillment within a reasonable period of time should become impossible due to any of the contingencies stated in this provision.
10. Settlement of disputes – legal venue
Any disputes pertaining to the agreement and any supplementary provisions shall be determined in accordance with the ordinary rules of Danish law. The legal venue shall be the Maritime and Commercial Court in Copenhagen.