Sales and Delivery Terms

APPLICATION
1.1. The following sales and delivery terms apply to sales from Dansk Plast A/S (hereinafter "Seller") to the customer (hereinafter "Buyer"). This also applies even if the Buyer has stated other terms for the purchase in the course of negotiations or in Buyer's tender material or in Buyer's confirmation of the purchase to the Seller, as all such terms are considered waived upon Seller’s final acceptance of the purchase, unless the Seller explicitly reproduces the individual terms imposed on Seller in writing, which differ or are differently worded from those set out in these sales and delivery terms.
OFFERS AND ACCEPTANCE
2.1. Only written offers are valid for the Seller. Offers are valid for 4 weeks. The delivery horizon/time indicated in the offer is merely indicative, and the delivery time is final only when stated in the order confirmation, except as otherwise noted in section 5.2.
PRICES
3.1. Prices in offers, order confirmations, and contracts are daily prices and, unless otherwise expressly stated, are exclusive of VAT and duties. The Seller reserves the right to change prices in the event of significant changes in purchase prices, production costs, labor costs, raw materials, subcontracting, exchange rates, freight, discounts, customs, taxes, duties, etc., as well as in cases of events covered by section 7.
3.2. Third-party invoices are subject to a 15% handling fee.
PAYMENT
4.1. Unless otherwise agreed, payment is due within 8 days of the invoice date. Failure to comply with the Seller’s payment terms constitutes a material breach, entitling the Seller to stop further deliveries and to require any outstanding amount to be paid immediately as if it were overdue.
4.2. If the Buyer fails to make payment on time, the Seller is entitled to charge interest at a rate of 2% per month from the due date and demand reminder and collection fees in accordance with applicable law.
4.3. The Buyer is not entitled to withhold any part of the invoiced amount or to offset any part of the invoiced amount with any counterclaims against the Seller unless such counterclaims have been explicitly recognized and accepted by the Seller in writing.
4.4. Regardless of any previous payment terms agreed upon with the Seller, the Seller is entitled, in the event of the Buyer's delay in paying the purchase price, to make future deliveries contingent upon cash payment or the provision of adequate security by the Buyer.
4.5. Notwithstanding the above, the Seller reserves the right to require payment in advance or a guarantee of payment before delivery.
DELIVERY AND DELIVERY TIME
5.1. Unless another delivery term has been agreed, delivery is made EX works the factory at the address specified in the offer/order confirmation in Denmark in standard packaging according to the applicable INCOTERMS 2000 "ex works". Shipment is thus at the Buyer’s risk and expense.
5.2. The delivery horizon/time indicated in the offer is merely indicative, and the delivery time is final only when stated in the order confirmation. The delivery time in the order confirmation is set by the Seller according to the best judgment based on the circumstances at the time of dispatch. Unless otherwise agreed in writing, a delivery is considered timely if it occurs within the period from one business day before to one business day after a specific date stated in the order confirmation, while delivery is considered timely if it occurs within the period from 3 business days before to 3 business days after a delivery week stated in the order confirmation. This does not apply if the order confirmation states that the delivery date is fixed.
5.3. The Buyer is not entitled to postpone the agreed delivery date without prior agreement with the Seller.
5.4. In case of delay, the Buyer must notify immediately. The Buyer may only cancel the purchase if the Seller has not delivered no later than 5 business days after written demand from the Buyer.
5.5. Under no circumstances may the Buyer claim compensation due to delay.
5.6. If the Buyer wishes the delivery to be specially protected or packaged, such protection or packaging is provided only after a prior separate agreement with the Seller, and the Buyer will be invoiced for all costs in this regard.
5.7. When an agreement has been made for delivery at the Buyer’s or another location designated by the Buyer, the goods will be delivered as close to the place of use as the truck—according to the driver's judgment—can drive without the risk of getting stuck or damaging the vehicle or surroundings.
5.8. Costs for possible waiting time for unloading at the Buyer’s or another location designated by the Buyer will be charged to the Buyer, as will any costs resulting from the Buyer not being able to accept the goods at the agreed delivery time.
5.9. Additional costs incurred due to non-agreed partial deliveries are for the Buyer's account.
RESERVATION OF TITLE
6.1. The Seller reserves the title to the goods sold until the full purchase price and any associated costs, such as delivery and installation, have been paid by the Buyer. In the case of payment by check or bill of exchange, payment is not considered final until full settlement has been made, and the bank’s objection period has expired. The reservation of title does not affect the transfer of risk to the Buyer upon delivery, cf. section 5.1.
FORCE MAJEURE
7.1. The Seller is not liable for delays in cases of force majeure, including, but not limited to, labor conflicts and any other circumstances beyond the control of the parties, such as fire, war, seizure, exchange restrictions, rebellion and unrest, lack of transportation, general scarcity of goods, delay, cancellation of large batches of goods, power restrictions, and in cases of faulty or missing deliveries from subcontractors, regardless of the cause.
7.2. In such cases, the timely delivery is postponed until the end of the event, but no more than 4 weeks, after which both parties are entitled to cancel the transaction without it being considered a breach.
WARRANTY AND DEFECTS
8.1. For all products manufactured by the Seller, the Seller guarantees against defects in workmanship and materials, which do not result from normal wear and tear, for 12 months from the date of delivery. However, the warranty does not cover defects or deficiencies arising from normal wear and tear, incorrect or unusual operation, overloading, inadequate maintenance, or attempts at repairs, adjustments, or modifications not performed by the Seller or with the Seller’s written consent.
8.2. It is the Buyer’s responsibility to immediately conduct usual inspections of the goods upon delivery, including verifying that the quantity is correct and checking for obvious defects. Complaints about defective or non-conforming goods that the Buyer has or should have discovered upon inspection must be made in writing immediately after receipt of the goods, and in any case, no later than 8 days after receipt. Complaints must clearly describe the nature of the defect and include any photographic evidence.
8.3. The warranty is conditional on the goods being immediately returned to the Seller, at Buyer’s expense, within 14 days after the defect is discovered or should have been discovered. Claims must be made within 12 months from the delivery date.
8.4. Defects that should have been discovered as part of the Buyer’s inspection duty cannot be claimed after the expiration of the above time limits.
8.5. At the Seller’s discretion, defects in the sold goods will either be rectified, the goods will be redelivered, or the purchase price for the goods will be credited to the Buyer.
LIMITATION OF LIABILITY
9.1. For claims related to the Seller’s fulfillment or non-fulfillment of its obligations, the Buyer is entitled to compensation for direct losses with the following limitations: 9.1.1. The Seller’s liability is limited to direct damage/losses and is, regardless of the cause and regardless of the type of claim, limited to the amount invoiced for the service or goods that caused the damage/loss or that is the cause of or directly related to the claim.
9.1.2. Under no circumstances is the Seller liable to the Buyer for loss of business, lost profit, lost savings, or any other indirect loss or consequential damage arising from the use of the sold goods or the inability to use them, even if the Seller has been informed of the possibility of such claims.
9.1.3. Losses, expenses, or costs associated with retrieving, reordering, repairing, removing, or taking similar measures with defective products or products in which the Seller’s products have been incorporated cannot be claimed against the Seller. The Seller assumes no responsibility for the Buyer’s legal relationships with third parties.
9.1.4. The Seller is not liable for damage to real estate or personal property occurring while the products are in the Buyer’s possession. The Seller is also not liable for damage to products manufactured by the Buyer or products in which they are included.
RETURNS
10.1. The Buyer is not entitled to return goods and deliveries from the Seller unless this has been agreed in advance in writing. If agreed, approved returns will normally be credited with a deduction of 15% of the sales price excluding VAT when delivered to the Seller’s warehouse or another location designated by the Seller in Denmark.
10.2. Custom-made goods, manufactured goods, or display goods cannot be returned.
PRODUCT LIABILITY
11.1. The Seller shall indemnify the Buyer to the extent that the Seller is held liable to third parties for damage or loss that the Seller is not responsible for under section 9.
11.2. If the Seller is sued by a third party due to product liability, the Buyer agrees to be cited in the case or to be sued in the court or arbitration tribunal handling the case.
11.3. The Seller is in no event liable for business interruption, lost profits, or other economic consequential losses. If a third party makes a claim against one of the parties for liability under this section, the party must immediately notify the other party.
DRAWINGS AND DESCRIPTIONS
12.1. All specifications and information on weight, dimensions, capacity, price, technical and other data listed in catalogs, datasheets, advertisements, visual material, and price lists are approximate and for guidance only. Such information is therefore only binding to the extent it is explicitly reproduced in the order, or where specific reference is made to it.
12.2. If the design or specifications of a product sold by the Seller are changed prior to delivery, the Seller is entitled to deliver the product with the new design and specifications, provided the product—according to an objective assessment—has not been degraded thereby. The same applies to the appearance of the product, including color.
12.3. All sent drawings and descriptions remain the property of the Seller and may not, without permission, be copied, reproduced, transferred to, or otherwise disclosed to third parties.
12.4. If the Buyer requires drawings and documentation to complete the project, the parties may agree in writing that the Seller provides the necessary drawings and documentation to enable the Buyer to set up, launch, operate, and maintain the delivery. Without the Seller’s consent, such information may not be used for any purpose other than the one for which it was provided. However, the Seller requires that this information remains confidential.
12.5. The Seller reserves the right to pass on any drawings and technical specifications provided by the Buyer to subcontractors to the extent necessary for fulfilling the delivery.
DISPUTES
13.1. Any dispute between the parties that cannot be resolved through negotiation shall be submitted to the Court in Herning under Danish law. If any provision of these sales and delivery terms is later declared invalid, this shall not affect the validity of the agreement and the remaining provisions, which shall remain in force. Any invalid provisions shall be interpreted in accordance with the purpose of the agreement and the invalid provision.