TERMS & CONDITIONS OF SALES AND DELIVERY
- Danish sales legislation
The Vendor’s offer is subject to the provisions of Danish sales legislation to the extent that the present terms and conditions of sales and delivery do not derogate from it.
- The Vendor’s offer
Unless otherwise explicitly stated in the offer itself, the Vendor’s offer is valid for a period of 30 days calculated from the offer date. In the event of a substantiated intermediate sale, the Vendor has no obligation to meet the delivery date stated in the offer. By agreement, the Vendor will set a new delivery date as close as possible to the delivery date originally offered.
If the Vendor assists a professional Purchaser in connection with measurement and similar duties, the assistance provided is solely regarded as a service, for which the Vendor is not legally liable.
- Alterations to orders
The Vendor’s order confirmation note states the deadline for alterations. For product technical reasons, no alterations may be made to the order after this date.
5.1 Delivery address and risk
Delivery will be made to the Purchaser’s business address or by agreement to a specified construction site. Delivery is made DPU, at which point the risk on the goods is transferred to the Purchaser.
5.2 Incoming goods inspection and claims
Immediately after delivery the Purchaser is obliged to check that the delivery comprises the correct number of units and that the goods are intact and undamaged. If this is not the case, the Purchaser is obliged immediately to notify the fact in writing on the consignment note, to the Vendor’s driver or in writing directly to the Vendor. If the event of failure to make a claim immediately after delivery, the Purchaser has no recourse subsequently to lodge a complaint about missing units or damage in transit.
5.3 Quality assurance
Before the elements are fitted, the Purchaser is obliged to ensure that the delivery concurs with the contract. In the event of failure to check the quality and/or to lodge a claim, the Purchaser will forfeit his entitlement to claim.
- Creditor’s delay
6.1 Delayed delivery
If delivery has to be delayed after the agreed delivery date due to the Purchaser’s conditions, the Vendor is entitled to send an invoice as if the delivery had been made on the agreed delivery date. The risk on the goods will be transferred to the Purchaser on the invoice date.
6.2 Warehouse Fee
In the event of a delayed delivery of this type, the Purchaser is obliged by agreement to pay the Vendor a reasonable warehouse fee.
7.1 Terms of payment
The terms of payment are stated in the Vendor’s offer/order confirmation note. If the Purchaser fails to meet the payment terms, the Purchaser is liable to pay interest from the due date for payment at the interest rate stipulated in the Danish Interest Act, unless a higher rate of interest is stated in the offer/order confirmation note.
7.2 Partial delivery
If a delivery is made as multiple partial deliveries and the Purchaser is in breach of his obligations with regard to payment of one or more previous deliveries, the Vendor is entitled to withhold a delivery.
- Liability for deficiencies
8.1 Inspection of deficiencies
The Vendor is under no obligation to attend an inspection of deficiencies on delivery, at the annual review or in connection with a five-year inspection. The Vendor’s refusal to attend such meetings is not to be construed as the Vendor’s surrendering his entitlement to object.
8.2 Remedial action
If a delivery is shown to be deficient, the Purchaser is entitled solely to request the following types of remedial action. These are listed in order of priority:
a) The Vendor takes action to remedy the deficiency at no cost to the Purchaser.
b) If remedial action is impossible, the Vendor redelivers the goods.
c) If the Vendor fails to take remedial action or to redeliver within a reasonable period of time, the Purchaser may instead choose to cancel the purchase for that part of the delivery that is defective.
d) Furthermore, in cases as described above and in pursuance of the provisions of Danish sales legislation, the Purchaser is entitled to claim compensation. Notwithstanding the above, the Vendor cannot be held liable for operating losses, loss of profit or other indirect losses of any kind.
8.3 Force majeure
Furthermore, the Vendor – notwithstanding the above – is never liable for any loss incurred as a result of severe disruption or other circumstances for which the Vendor cannot be blamed, or which are outside his control, such as armed conflict, fire, strikes, import restrictions, lockouts and unusual natural events.
8.4 Cessation of liability for deficiencies
Liability for deficiencies in any delivery ceases after a period of five years from handing-over the building of which the delivery was a part. For deliveries made to a warehouse or sold with a view to selling on, liability ceases not later than six years from delivery to the warehouse or from the sale with a view to selling on.
If a claim lodged by the original Purchaser regarding a goods deficiency is proven either to be impossible to remedy or remediable only with extreme difficulty, subsequent purchasers of the same delivery, including contractors and developers, shall be equally entitled to make direct claims against the Vendor, provided that the original Purchaser has a legitimate claim against the Vendor.
Any dispute arising from the above-mentioned provisions will be processed by Danish Building and Construction Arbitration Board, cf. item 11.
- Responsibility for delays
9.1 The Vendor’s responsibility
The Vendor is responsible for any delay, unless the delay is due to severe disruption of work processes or circumstances for which he cannot be blamed or that are outside his control, such as armed conflict, fire, strikes, import restrictions, lockouts and unusual natural events.
9.2 Compensation for delays
If, in pursuance of the previous regulations, the Vendor is responsible for a delay, the Vendor will indemnify the Purchaser in accordance with the ordinary tenets of Danish Law regarding compensation. Notwithstanding the above, the Vendor cannot be held liable for operating losses, loss of profit or other indirect losses of any kind.
9.3 Time limit for delivery
In the event of a material delay beyond the delivery date that is significantly inconvenient for the Purchaser, the Purchaser is entitled in writing to demand delivery and concomitantly to set a time limit for that delivery. The time limit shall be reasonable with regard to the delay already suffered.
9.4 Failure to meet the time limit
If the Vendor subsequently fails to take necessary measures to deliver within the time limit set for the delivery, the Purchaser is entitled to send the Vendor written cancellation of the order. However, the Purchaser may never cancel an order in any of the circumstances listed in item 9.1.
- Product liability
The Vendor is liable for product damage in accordance with the ordinary tenets of Danish law. Notwithstanding this, the Vendor’s product liability never includes operating losses, loss of profit and other indirect losses.
In accordance with the regulations stipulated in Article 45 of General Conditions for the provision of works and supplies within building and engineering (AB 92), the claimant may request an expert opinion of the disputed delivery. Any disputes between the Parties in pursuance of Article 92 (14) of AB 92 shall be settled in pursuance of Article 46 of AB 92. Final settlement of any dispute will be processed by the Danish Building and Construction Arbitration Board, cf. Article 47 of General Conditions for the provision of works and supplies within building and engineering (AB 92).
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