GENERAL TERMS AND CONDITIONS OF
SALE AND DELIVERY
Aage Vestergaard Larsen A/S (hereinafter referred to as AVL)
Tel: +45 98541655
VAT no.: DK34228914
1. Contractual basis
1.1 Unless there is another written agreement, Aage Vestergaard Larsen A/S (hereinafter referred to as AVL) shall deliver all deliveries on the following terms irrespective of any contradictory or deviating provisions in the order or acceptance given by the buyer.
2. Offers, Orders and Acceptance
2.1 Offers by AVL that do not state any special deadline for acceptance will lapse if the buyer’s unqualified acceptance has not been received by AVL within four (4) weeks of the date of the offer.
2.2 The buyer’s orders are not binding on AVL until the buyer has received a written order confirmation.
2.3 The agreement is deemed to have been made on the terms stated in the order confirmation unless the buyer has made a written complaint about it within five (5) days of receipt of the order confirmation.
2.4 Sales material, instructions, price lists, descriptions etc. are for guidance and are not binding on AVL; they are binding only if referred to explicitly in the agreement with the buyer.
3. AVL’s Service
3.1 AVL’s service comprises only the parts and goods specified in the order confirmation, and AVL undertakes to deliver goods of customary good quality with respect to materials and manufacture on the terms and conditions specified herein and any specially agreed terms.
3.2 All drawings, sketches, technical specifications etc. transferred from one party to the other before or after commencement of the agreement belong to the party that handed them over. All drawings, sketches and technical specifications that belong to AVL thus remain the property of AVL and may not be copied, reproduced or in any other way handed over to a third party. Neither may the delivered goods be produced, copied, or handed over to any third party for such purpose.
4.1 Unless otherwise agreed, delivery is EX WORKS in accordance with Incoterm 2020.
5. Time of Delivery, etc. 5.1 If nothing else is agreed, the delivery is to take place as soon as possible. If delivery on a specific date has been agreed in writing, delivery no later than that date is deemed to be delivery on time.
5.2 AVL can demand postponement of the time of delivery in the following cases:
5.3 Regarding items a, b and d above, in cases that are directly or indirectly caused by the buyer’s circumstances or in the event of orders imposed by the public authorities, AVL also reserves the right to adjust the agreed price to offset the costs thus incurred by AVL, with the addition of the usual profit margin.
5.4 If the delivery is significantly delayed, and AVL is not entitled to postpone the time of delivery, the buyer is entitled to cancel the agreement in writing to AVL, but only if it is documented that the delay is of significant inconvenience to the buyer. If the delay only applies to a part of the sold goods, the buyer is only entitled to cancel the purchase of the part concerned.
If the delay concerns goods manufactured according to the buyer’s instructions or specifications, or if the goods are of a quality not normally stocked by AVL, the agreement can only be cancelled if the purpose of the purchase is frustrated significantly by the delay.
5.5 If the buyer can prove that the delay was caused by errors or negligence on the part of AVL, and that the buyer has incurred a loss that could be expected to occur in connection with the delay, the buyer is entitled to compensation for the loss thus incurred.
However, the amount of compensation cannot exceed 1% of the agreed payment for the delayed service for each full week of delay, and the compensation cannot exceed 10% of the payment for the delayed service. AVL accepts no other liability for delay or consequences thereof, and the buyer has no other legal remedies for breach of contract.
6. Retention of Title
6.1 AVL retains the title to the sold goods until all accounts between AVL and the buyer have been fully and finally settled by the buyer.
7. Returned Goods
7.1 It is only possible to return deliveries in exceptional cases and only subject to agreement and provided that the following conditions are met:
a) The goods are clean and in good condition (this also applies to any packaging).
b) The goods are returned no later than two (2) months from the date of the invoice.
c) The goods are marked with an order number.
d) The goods are not customised.
7.2 Standard goods taken back upon prior agreement with AVL are returned against a deduction of 25% of the value of the item.
7.3 The buyer pays the freight charges for returned goods.
8.1. Unless stated otherwise, all prices in AVL’s offers, order confirmations and other reference materials are in Danish kroner (DKK) excl. VAT, customs duties, levies etc.
8.2. Unless otherwise agreed in writing, the price is quoted with reservation for adjustments before acceptance, having regard to documented changes to the prices of materials, subcontractors’ prices, changes to public levies, customs duties etc. which increase the costs incurred by AVL. If the nature of the delivery is changed or AVL’s costs are increased in any other way because of the buyer’s circumstances, reservations are made for adjustment of the agreed price.
8.3 Any payment of packaging is agreed separately
9. Payment Terms
9.1 AVL is entitled to invoice the buyer for all deliveries made or reported ready for delivery by AVL, provided that the agreed time of delivery has been reached.
9.2 Unless otherwise explicitly agreed, payment terms are net cash on receipt of the goods. If payment is not made on time, AVL is entitled to interest on the due amount from the due date of payment, after which 2% is added per fraction of a month until payment is made.
9.3 The buyer is not entitled to set off any counterclaims unless such counterclaims have been approved by AVL in writing; neither is the buyer entitled to withhold any part of the purchase price due to such counterclaims.
9.4 Payment terms other than net cash can be agreed if a credit insurance can be obtained.
10. Failure to Collect Goods
10.1 If, after the time of delivery has been reached, the buyer fails to collect the goods or to request that they be sent, AVL is entitled to store the goods and have them insured at the buyer’s expense and to send an invoice in accordance with item 8.
If the buyer fails to pick up the goods in spite of being requested in writing to do so, AVL is entitled to sell them at the best possible price at the buyer’s expense – also in cases where the material was produced according to the buyer’s instructions or specifications.
11. Duty to complain and inspect
11.1 It is the buyer’s responsibility to carry out a thorough inspection of the goods’ contractual condition upon receipt at the latest.
11.2 If the buyer wants to claim defects or deficiencies in the goods, the buyer must inform AVL in writing within 8 days of receipt. The complaint must state the specific nature of the defect or deficiency.
11.3 The buyer cannot later claim defects or deficiencies that were found or should have been found in connection with inspection upon receipt.
11.4 Whatever the circumstances, any complaints must be made in writing to AVL within six (6) months of delivery, and the buyer is thus not entitled to claim defects if the complaint is made later.
12. Liability for defects
12.1 If goods delivered by AVL have defects that give rise to liability, AVL’s liability is limited to remedying, if the defect can be remedied, and/or redelivery, or payment of a compensation which is limited to the amount of the invoice, at the discretion of AVL.
The amount of compensation can never exceed the invoice amount concerned, and in the event of redelivery of goods, such delivery will be subject to the same terms of delivery and reservations as the original delivery.
12.2 AVL must have access to the goods with the claimed defect for the purpose of remedying any defect. Work performed in connection with the defect without AVL’s approval is not compensated for.
12.3 Other than the above, AVL accepts no liability for direct or indirect damage or loss owing to defects that give rise to liability.
13. Product Liability
13.1 AVL is only liable for personal injury and damage to property caused by the delivered goods to the extent to which this follows from the absolute rules of product liability law in force at any time.
13.2 AVL’s liability for damage to property is limited to DKK 500,000 per case of damage. A case of damage is defined as all damage caused by the same defect or negligence.
13.3 AVL is not liable for damage to the buyer’s effects or other effects intended for professional use.
13.4 AVL can never be held liable for operating loss or loss of profits or any other indirect loss.
13.5 In the event that AVL incurs product liability towards a third party, the buyer undertakes to indemnify AVL to the extent to which AVL’s liability is limited under these terms of sale and delivery.
13.5 AVL is not subject to product liability if installation instructions or other instructions or directions are not followed.
13.6 If AVL is held liable to a significant degree by parties other than the buyer, the buyer accepts to be sued at the same court of justice as that which hears the claim against AVL.
14. Limits to the responsibility
14.1 AVL is not liable for indirect damage or loss, including but not limited to operating loss, loss of profit, loss of time, loss of order, loss of earnings etc. Neither is AVL liable for consequential loss, including the cost of establishing or localising goods with defects/deficiencies or damage.
14.2 Should AVL in a few cases waive claims or rights against the buyer, this does not indicate that AVL has waived such claims or rights in other cases than the specific case agreed.
15. Damage to and insurance of products owned by the buyer
15.1 It should be noted that AVL’s professional indemnity insurance does not cover products owned by the buyer handed over to AVL for further processing. It is therefore up to the buyer to have these buyer-owned products insured against damage or loss in the period in which they are held by AVL.
15.2 Apart from liability according to the terms of item 13 (product liability), AVL’s overall liability for damage to products owned by the buyer, irrespective of the basis of liability and/or insurance cover, can in no circumstances exceed the amount of the invoice and thus the value of the work performed by AVL, and it is thus expressly limited thereto.
16. Force majeure
16.1 AVL is not liable for otherwise actionable failure to contractually perform the agreement if such failure is caused by force majeure, acts of war, riots, civil unrest, government measures or measures by public authorities, fire, strike, lockout, export and/or import ban, epidemic, pandemic, cyber-attack or any other cause beyond AVL’s control which could delay or prevent production and delivery of the sold goods.
16.2 The above force majeure provision also applies if the circumstances stated in clause 16.1 affect one of AVL’s subcontractors.
16.3 If non-defective delivery or delivery on time is obstructed temporarily through one or more of the above circumstances, delivery will be postponed for a period corresponding to the duration of the obstacle plus a reasonable period for normalisation of the situation according to the circumstances. Delivery at the thus postponed time of delivery will be deemed to be delivery on time in every respect.
If the delivery obstacle is expected to last longer than eight (8) weeks, both AVL and the buyer will be entitled to cancel the agreement without it being deemed to be breach of contract.
17. Governing Law and Venue
17.1 Any dispute between the parties, which cannot be resolved amicably, is to be settled in accordance with Danish law and with the Court of Aalborg as a venue. Or if both parties agree to this then before the ordinary courts.