Aage Vestergaard Larsen A/S – GENERAL TERMS & CONDITIONS OF SALE- September 2015
Section 1. The validity of the general terms & conditions of sale
Unless otherwise agreed in writing the general terms and conditions of sale shown below are applicable for all quotes, sales and deliveries made by Aage Vestergaard Larsen A/S (the Vendor).
Section 2. Prices
There are price lists for all of the Vendor’s standard products and the Vendor may alter the price lists without notice. The sales price is based on the rates of exchange, purchase prices, raw material prices, energy prices, duties and all types of charges and other expenses that were applicable on the date of the order confirmation.
Should prices or costs increase after the date of the order confirmation or with the introduction of new charges, excise duties or other costs, the Vendor has the right to increase his prices correspondingly.
On each invoice 195.00 DKK will be listed for packaging and environmental surcharge.
Section 3. Payment
All goods shall be paid for at the Vendor’s registered office or other location designated by the Vendor.
Unless otherwise agreed payment is to be made net cash.
If payment is not made on the due date for payment, interest on overdue payment will be calculated from the due date for payment.
The Vendor does not by virtue of this provision lose his right to take legal action in order to ensure payment of any unpaid invoice, to cancel consignments or cancel orders.
Any goods delivered to the Purchaser remain the property of the Vendor until full payment has been made.
Section 4. Returns
Upon delivery the Purchaser shall conduct an examination of the goods that have been sold as required for proper business usage.
Should any goods be faulty, defective, deficient, etc. that are believed to be the responsibility of the Vendor, the Purchaser must return the goods to be received by the Vendor no later than eight (8) days after delivery. If the Purchaser has discovered, or ought to have discovered, the fault, defect, deficiency, etc. and does not return the goods as specified, he may not subsequently cite the fault, defect, deficiency, etc. If the Purchaser has not cited the fault, defect, deficiency, etc. with the Vendor within twelve (12) months after the delivery date, he may not subsequently cite the fault, defect, deficiency, etc. Where the return is legitimate, it is incumbent on the Vendor to take back, exchange or repair the goods in question without cost or expense to the Purchaser.
Section 5. Production
For goods that are to be regenerated, compounded, powered or milled in paid work, either a procedure for handling and quality control for the goods is to be agreed, or the goods are to be produced in accordance with the normal procedure employed in the factory.
In connection with this, the Vendor is responsible for fault management, but is not responsible if the properties of the raw material change, if the correct procedure has been followed.
Section 6. Paid work
Materials sent to the Vendor for processing and to subsequently be returned (so called ’paid work’) is to be stored at the cost and risk of the Customer and the vendor will only insure the Purchaser’s materials if this has been agreed in writing between the Parties.
Paid work sent to the Vendor will be processed when this can be fitted into the Vendor’s production plans and if precise delivery times are desired, this is to be specifically agreed in writing between the Parties.
When the paid work is finished and the Vendor has given the Purchaser written notification of this, the material is to be collected by the Purchaser within fourteen (14) days of receipt of the notification. If the paid work is not collected within this time limit, the
Vendor is still entitled to invoice the Purchaser for the paid work that has been performed at this time with the addition of the reasonable costs incurred by the Vendor in storing the purchaser’s goods in a storage hotel.
Section 7. Product liability
The Vendor is not liable for damage to real estate or movables that occurs whilst the materials are in the possession of the purchaser.
Nor is the Vendor liable for damage to products that have been produced by the Purchaser or for products in which these are included.
In addition, the vendor is liable for damage to real estate and movables in accordance with the Regulation on product liability no. 270 of 20.03.2007. However, this is applicable only in so far as the product liability is covered by the Vendor’s product liability insurance that may be in force at any time. The Vendor currently has product liability insurance with If Skadeforsikring with a maximum cover of 5,000,000 DKK.
The Vendor is not liable for operating losses, lost income from work or any other indirect losses.
In so far as the Vendor may have product liability towards a third party, the Purchaser is obliged to indemnify the Vendor to the same degree that the Vendor’s liability is limited in accordance with the preceding provisions.
These limitations in the Vendor’s liability are not applicable if he has committed gross negligence.
Should a third party file a claim against one of the Parties for liability for damages pursuant with this clause, this Party shall immediately notify the other Party of this.
Section 8. Limitation of liability
A claim for damages or a claim for a proportional reduction towards the Vendor cannot exceed the amount that has been paid for the sold item.
Under no circumstances is the Vendor liable for operating losses, lost profit or any other indirect losses pursuant with the agreement, including indirect losses that are suffered as a consequence of delay or fault, defects, deficiencies, in the sold goods.
Refer also to Section 6 concerning limitation of liability for product liability.
Section 9. Currency
Unless otherwise stated, the goods are considered being sold in Danish kroner (DKK).
Section 10. Force Majeure and Delay
All orders are to be listed under the usual force majeure reservations, including strikes, a fall in the Krone, changes to rates of custom duty, lockouts, state of war, government intervention, delays or failure to deliver on the part of the Vendor’s subcontractors.
Should the Vendor’s delivery be delayed in other situations, the Purchaser is only entitled to compensation where this has been specifically agreed.
When an order is placed with the Vendor the order cannot be cancelled.
Section 11. Language
These general terms & conditions of sale have been prepared in Danish and in English. In the event of doubt the Danish text is applicable.
Section 12. Legal venue and choice of law
Any dispute relating to the agreement shall (unless otherwise agreed in writing) be settled in accordance with the rules of Danish law and with the Court in Aalborg (Retten i Aalborg) as legal venue. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable to the legal relationship between the Parties.