Standard terms and conditions
The following conditions apply to all purchases of goods and services
unless other provisions have been specifically and explicitly agreed upon
by the parties in writing or specified in the buyer's purchase order.
In the event of a discrepancy between the following conditions and
conditions of the seller, the following conditions shall prevail.
Order Confirmation and Delivery
The seller shall not later than 14 days after receipt of a purchase order
forward a detailed order confirmation to the buyer. The delivery may not be
split up in partial deliveries or be reduced by the seller without the
consent of the buyer. The seller shall deliver the goods DDP (delivery duty
paid according to Incoterms 2000), free of all charges, liens, and
encumbrances at the place of delivery and at the time specified in the
purchase order.
Packing
The seller shall provide adequate and sufficient packing. The
seller is entitled to charge for packing material, if full credit is given
for returning the packing material at the seller's own account and
risk.
Marking
Delivery note, invoice, and any other document issued by the
seller must be marked in accordance with the purchase order specifying the
purchase order number and consignee (vessel/bonded warehouse/department et
cetera).
Invoicing
Upon delivery in compliance with the purchase order, invoice in
duplicate shall be sent to the buyer on buyer's address.
Payment
The payment term is current month, plus 30 days from the latest
of (1) invoice date (2) the agreed term of delivery and (3) full
contractual delivery, including the buyer's receipt of any certificate,
manual et cetera associated with the delivery as well as any ancillary
goods or services. The right of the seller to payment may not be subjected
to any mortgaging, pledging, or assignment, including factoring.
Inspection
The buyer is entitled - without expenses for the buyer - to be present at
and inspect all phases of the production of the goods ordered.
Defects
The seller warrents that the goods
(1) will meet all requirements set forth in the purchase order;
(2) will be of first class merchantable quality and condition and free from
any defects or deficiencies whatsoever; and
(3) will fit the purpose(s) indicated in the purchase order or the
purpose(s) normally expected to be fulfilled by the use of the goods.
The warranty period shall be 24 months from delivery date. If the seller
does not take effective action to remedy any defect within 24 hours after
buyer's notice of a defect, the buyer is entitled to remedy such defect
at the seller's expense, or cancel the purchase order and make
alternative purchases at the seller's account. The right is in addition
to the buyer's other rights. The seller's liability for goods
delivered is set forth under "Disputes" below.
Requirements from the public authorities
The seller guarantees that all deliveries comply with all
legislation and requirements from the relevant authorities as the same are
applicable until delivery.
Delay etc.
If a delay is foreseeable the seller is obliged to notify the
buyer in writing immediately as to the cause and the expected duration of
the delay. In this event the buyer is entitled to cancel the purchase order
and make alternative purchases at the seller's account. If the buyer
chooses to uphold the purchase despite the delay, the seller is obliged to
pay a penalty of 1 pct. of the purchase price for each week of delay
commenced. However, the total penalty imposed cannot exceed 10 pct. of the
purchase price. This penalty is in addition to the buyer's other
rights.
The seller, however, is not responsible for delays due to extraordinary
circumstances beyond the control of the seller and of such a nature that
they could not have been predicted by the seller at the order confirmation.
In the event of seller's suspension of payments or bankruptcy the buyer
is entitled to cancel the purchase order.
Product liability
The seller's liability for any personal injury or damage to property
due to defective goods is determined in accordance with the rules on
product liability under Danish law.
Patents, intangible rights
The seller warrants that he is entitled to dispose of the goods sold and
that the buyer and the buyer's customers can use the goods sold at
their purpose without violating the rights of any third party. The seller
is under obligation to indemnify the buyer against any claim by third
parties for alleged infringement of patents, licences, registered
trademarks and designs, copyrights, know-how et cetera.
Disputes
These Standard purchase conditions are subject to the laws of the Kingdom
of Denmark. In case of purchase of goods the regulations of the Danish
International Sale of Goods Act ("CISG) no. 733 of December 7, 1988
shall apply, whether or not the purchase is of international nature. The
regulations in CISG shall not apply, however, if they are in conflict with
the written contractual basis, including these Standard purchase
conditions. Any dispute between the seller and the buyer shall in the
buyer's choice be settled by the local court at the buyer's place
of business or by arbitration according to the Danish Arbitration Act.
Thus, the seller accepts and submits to the jurisdiction of the Court of
Copenhagen or the competent Danish arbitration panel, as the case may be.
