Conditions of Sales & Delivery
Conditions of Sale and Delivery
These Conditions of Sale and Delivery shall apply and take priority to all offers, sales and deliveries of products sold by Seller to the Buyer unless otherwise specifically agreed in writing.
- Offers and acceptance
Sales offers, sale quotations, and other sales material shall be regarded as an invitation to enter a sales /agreement. Buyer shall issue to Seller purchase orders identifying with reasonable detail the desired types, quantities, specifications and delivery dates of the products to be purchased hereunder (the “Purchase Order(s)”). These Conditions of Sale and Delivery shall govern all Purchase Orders and all sales of the products. Any term or condition set forth in any Purchase Order which is inconsistent with these Conditions of Sale and Delivery shall have no force or effect. Purchase Orders may not be cancelled by the Buyer after acceptance by Seller. A sale of products shall be deemed to occur at the time the Seller accepts a Purchase Order for such products. Any objections the Buyer might have to the contents of Seller’s acceptance of a Purchase Order shall be submitted by the Buyer to the Seller in writing and received by the Seller at the latest 8 days after the Buyer’s receipt of the acceptance of the Purchase Order.
- Payment and ownership
The Seller shall have received payment at the latest by the final due date as indicated on the face of the Seller’s invoice for products. The Buyer shall not be entitled to set off any outstanding claims the Buyer may have against the Seller against the purchase price without the written approval of the Seller, nor shall the Buyer be entitled to withhold any part of the payment. If payment is not made by the due date, interest will be charged in accordance with Late Payment of Commercial Debts (Interest) Act. Reminders will be charged with a reminder fee of currently DKK 100 in accordance with the applicable debt collection procedures. The Seller shall retain the ownership of all products until payment has been made in full. In order to secure the Seller’s rights under this agreement, the Buyer hereby grants to the Seller a purchase money security interest in all products purchased hereunder. Non-payment of the full amount owed to the Seller by the Buyer shall constitute a breach of this security interest and shall entitle the Seller to all rights and remedies of a secured party under the Uniform Commercial Code or any applicable laws.
The Buyer shall purchase products in its own name and for its own account. Any resale of the products is restricted and requires the prior written consent of the Seller.
The Seller’s prices are exclusive of currently applicable VAT, charges and other taxes and duties. Documented increases in raw material prices, collectively agreed labour costs and other costs which are included in the Seller’s prices and which arise subsequent to submission of the order confirmation by the Seller shall be added to the Seller’s prices. In the case of framework agreements, the price shall not be finally fixed until the Seller submits the specific order. These expenses will either be charged directly by the Seller’s subcontractor or invoiced to the order as per account rendered. The Seller will impose taxes in accordance with applicable rules and the responsibility for documentation of exemption from tax, if any, lies with the Buyer in relation to the Seller.
- Specifications and information
Seller shall endeavour to produce for the Buyer the products in accordance with the specifications agreed by the parties (the “Specifications”). Product information shall be submitted based on the most recently received information from the Seller's suppliers. Specification of analysis results, percentage contents or mixture ratios in products stated in product specifications shall be considered typical values or average values unless otherwise stated. The Seller reserves the right to make changes to the agreed Specifications if this can be done without inconvenience to the Buyer.
Seller selects the type and material of packaging.
Delivery shall take place as agreed with the Buyer and the risk shall pass to the Buyer upon delivery. Unless otherwise agreed by the parties, delivery shall take place EX WORKS (EXW) the Seller’s facilities and risk of loss shall pass to Buyer upon delivery. The delivery terms shall be interpreted in accordance with the latest edition of the INCOTERMS. The delivery time is stated according to the Seller’s best estimate. If necessary, the Seller shall be entitled to postpone delivery dates by up to five working days counting from the expiry of the fixed delivery date, provided the Seller before this date notifies the Buyer of such postponement. The Buyershall be responsible for all transportation, insurance, and risk of loss with respect to the products upon delivery EX WORKS the Seller’s facilities. Any shipping arrangements made by the Seller shall be made on behalf of the Buyer and at the Buyer’s sole cost and expense; provided, however, that the Seller shall not be liable for any damage or loss to any such shipments.
- Specifically purchased products
Should the cooperation with the Buyer be terminated, the Buyer shall be obliged to take all the finished products – in accordance with the sales agreement at the agreed price and warehousing and dispatch costs. This term shall not restrict the Seller’s right to demand compensation in the case of the Buyer’s breach of contract.
- Products produced to the Buyer’s specifications and bulk deliveries
When supplying products to the Buyer’s specifications or delivered in bulk (tankers, etc), the Seller reserves the right to deliver the contracted amount +/- 10%. Should the Buyer’s products inwards facilities be of insufficient capacity to receive the ordered quantity, the Seller reserves the right to issue an additional invoice to the Buyer for those costs that may come as a consequence of the surplus consignment having to be returned to the Seller’s warehousing facilities. The Seller reserves the right to invoice the whole of the amount of any order placed with the immediate deduction of the non-delivered part-consignment deducted for any costs incurred.
- Analytical Standards
Analytical Standards are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label or the offer documentation or in other documents provided to the Buyer. In particular Analytical Standards may not be used for in-vitro-diagnostics, in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products.
Seller does not examine Analytical Standards for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by the Seller.
Sold products will only be accepted in return subject to prior written agreement between the parties and only be returned to the Seller in original unbroken packaging at the expense and risk of the Buyer. To the extent that the Seller might incur shipping or handling costs, etc, the Seller shall be entitled to require that these be refunded by the Buyer and to set these off against any claims the Buyer might have against the Seller.
- Inspection obligations and warranty periods
Upon receipt, the Buyer shall immediately inspect the delivered products and notify the Seller in writing in case the delivered products are deficient, defective or out of specification. In the case of defects and deficiencies which arise during transport and which can be detected immediately upon delivery, the Buyer shall be obliged to notify the carrier concerned and ensure that the carrier notes and confirms the visible defects and deficiencies on the delivery slip. The Buyer will lose all claims if the Seller has not received a written complaint at the latest 8 days after receipt in the case of a visible deficiency and in the case of a hidden deficiency or delay at the latest 8 days upon the time where the Buyer had or should have learnt about the deficiency or the delay.
- Delay and deficiencies
In the case of material deficiencies, product damage and delays, the Seller shall only be liable if it is proved that the deficiency, damage or delay was caused by fault or neglect on the part of the Seller. If the products are defective, the Seller shall have the option to provide replacement products or provide a proportional price reduction of the Seller’s own choice. In no event shall the Seller be liable to the Buyer for any amount in excess of the invoiced price of the products sold pursuant to an accepted Purchase Order. The Seller shall not be liable to deliver or pay compensation to the Buyer if delivery is prevented or made disproportionately difficult or costly by events of force majeure, including, without limitation, unforeseen obstacles occurring after the acceptance of a Purchase Order, natural events, mobilization, war, blockades, riots, labour conflicts, lack of suitable transport facilities, energy crisis, machine damage, fire, epidemics, state intervention, including denial of export and import authorization and the introduction of deposit schemes, as well as defects or delays from subcontractors due to any circumstances mentioned in this paragraph. The Seller is bound to submit written notification of the existence of such circumstances to the Buyer without undue delay. The Seller shall not be liable to the Buyer for any loss, damage, cost or expense, including, without limitation, consequential damages, loss of profits or other indirect losses the Buyer might suffer from in the case of delayed or deficient delivery. The Seller shall not be liable for any incorrect storage of products on the part of the Buyer, possible incorrect or prescribed handling of the product on the part of the Buyer or the consequences of the Buyer’s application of the product in tests or other contexts. The Buyer is expected to inspect the products immediately upon delivery and make a claim within 8 days in the case of defects and deficiencies.
- Limited Warranty
Seller warrants that the products shall conform substantially to the specifications. THE WARRANTY SET FORTH IN THE FOREGOING SENTENCE IS THE ONLY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS AND IS IN LIEU OF ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANY OTHER PARTY) FOR LOSS OF PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCTS OR THE MANUFACTURE, SALE DISTRIBUTION, RESALE OR USE THEREOF, NOR WILL SELLER BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OF THE PRODUCTS PURCHASED HEREUNDER, EXCEPT TO THE EXTENT SUCH DAMAGES ARE SUBJECT TO INDEMNIFICATION HEREUNDER OR ARE THE RESULT OF A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS. BOTH PARTIES HAVE CONSIDERED THE MAKING OF EXPENDITURES IN PREPARING FOR PERFORMANCE OF THIS AGREEMENT AND POSSIBLE LOSSES AND DAMAGES INCIDENT AND RESULTING TO THEM IN THE EVENT OF ITS TERMINATION.
- Product Liability and Indemnity
Product liability is subject to the currently applicable rules of Danish law. However, the Seller’s liability is limited as stated below. The Seller shall not be liable for damage to real property or contents occurring while the products are in the Buyer’s possession. Nor is the Seller liable for damage to products manufactured by the Buyer or products in which these are incorporated, unless the Seller has not delivered according to the Specifications. To the extent that there are no other consequences of mandatory legal rules, the Seller shall not be liable for repatriation, recall or disposal costs, loss of profits or indirect, incidental, special, consequential, punitive or other similar damages. The Seller shall have no liability for products delivered as samples or for testing etc. The Seller shall only be liable for personal injury or consumer damage if it is proven that the damage is caused by the sole fault or neglect on the part of the Seller or other persons for whose action the Seller is responsible.
- Force Majeure
In the case of force majeure, the Seller is entitled without any liability to cancel any sales or postpone delivery for the duration of the force majeure. Force majeure events include the events mentioned in Paragraph 14 and force majeure shall also be deemed to have occurred if the Seller or his subcontractors and/or carrier is prevented from delivering due to war, civil war, riots, terror, public restrictions, import and export ban, government intervention, blockades, strikes, natural disasters, including but not limited to earthquakes, surge including floods, tornados and volcanic eruption or the like which could not have been foreseen by the Seller at the time of entering into agreement.
- Assignments of rights and obligations
The Seller shall be entitled to assign all of its rights and obligations under the agreements with the Buyer to a third party.
- Patents and Copyrights
The Buyer agrees that it will not, directly or indirectly, apply for, take out, maintain, or otherwise acquire any patents, utility models, registered designs or copyrights (or any similar registrable intellectual property rights) in any country, on the basis of confidential information obtained by the Buyer from Seller.
The Buyer agrees for itself and its employees, agents and representatives, not to disclose to any third party and maintain as confidential, any and all confidential information provided to the Buyer by Seller. Such confidential information shall include, but not be limited to, information concerning Sellers and its affiliates’ business, proposed products, product development, marketing and/or sales plans, contracts, purchase orders, these Terms and Conditions, business or operational know-how and any other information deemed confidential by Seller.
- Jurisdiction and venue
The agreement between the Seller and the Buyer, including interpretation of these Conditions of Sale and Delivery shall be governed and construed in accordance with the laws of Denmark, without giving effect to the principles of conflict of laws. The parties irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of Denmark, and the charges should primarily be brought to the Copenhagen Maritime and Commercial Court, for any actions, suits or proceedings arising out of or related to this Agreement. This Agreement is deemed by the parties to have been executed and delivered in Hørsholm, Denmark.
Version: December 21, 2018