Terms of sale and delivery

1. APPLICABILITY
1.1. The following terms of sale and delivery apply to sales from Dansk Plast A/S (hereinafter “Seller”) to the customer (hereinafter “Buyer”). This shall also apply even if the Buyer has stated other conditions for the purchase during the purchase negotiations, or in the Buyer's tender documents, or in the Buyer's confirmation of the purchase to the Seller, all such conditions being deemed waived upon the Seller's final acceptance of the purchase, unless the Seller expressly reproduces herein in writing the individual conditions imposed on the Seller that are different or formulated differently from those stated in these Terms and Conditions of Sale and Delivery.

2. OFFER AND ACCEPTANCE
2.1. Only written offers are valid for the Seller. Offer valid for 2 weeks. The delivery period/time indicated in the offer is merely indicative, and the delivery time is not final until it is stated in the
order confirmation, but cf. otherwise point 5.2.

3. PRICES
3.1. Prices in offers, order confirmations and contracts are current prices and, unless expressly stated otherwise, are exclusive of VAT and fees. The Seller reserves the right to change prices in the event of significant changes in purchase prices, production costs, labour costs, raw materials, subcontracting, exchange rates, freight, discount rates, customs duties, taxes, fees etc., as well as in the event of circumstances falling under clause 7.

4. PAYMENT
4.1. Unless otherwise agreed, payment must be made within 14 days of the invoice being issued. Failure to comply with the Seller's payment terms shall be deemed a material breach, entitling the Seller to suspend further deliveries and to demand immediate payment of any amount due, whether due or not.
4.2. If the Buyer fails to pay on time, the Seller shall be entitled to charge default interest from the due date at 2% after the due date and to demand reminder and collection fees in accordance with the law.
4.3. The Buyer shall not be entitled to retain any part of the invoiced amount or to set off against
any part of the invoiced amount any counter-claim against the Seller which has not been acknowledged and accepted in writing by the Seller.
4.4. Notwithstanding any other terms of payment previously agreed with the Seller, in the event of the Buyer's delay in payment of the purchase price, the Seller shall be entitled to make future deliveries conditional upon cash payment or the Buyer’s providing adequate security.
4.5 Notwithstanding the above, the Seller reserves the right, prior to delivery, to require guarantee of payment or payment prior to delivery.

5 DELIVERY AND DELIVERY TIME
5.1. Unless another delivery clause has been agreed, delivery shall be made EX works to the address in Denmark stated in the offer/order confirmation in standard packaging in accordance with applicable INCOTERMS 2000 “ex works”. Shipment is thus at the Buyer's risk and expense.
5.2. The delivery period/time indicated in the offer is merely indicative, and the delivery time is not final until it is stated in the order confirmation. The delivery time in the order confirmation is determined by the Seller at its best discretion in accordance with the conditions existing at the time the order confirmation is sent. Unless otherwise agreed in writing, a delivery shall be deemed timely if delivery takes place within the period from the 1st working day before to the 1st working day after a specific date stated in the order confirmation, while delivery shall be deemed timely if delivery takes place in the period from 3 working days before to 3 working days after a delivery week stated in the order confirmation. However, 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 the event of delay, the Buyer must complain immediately. The Buyer may then only cancel the purchase if the Seller has not delivered within 5 working days after written demand to the Seller by the Buyer.
5.5. The Buyer may in no event claim compensation consequent upon delay.
5.6. If the Buyer desires special protection or packaging for the delivery, such protection or packaging shall be provided only by separate prior agreement with the Seller, and the Buyer shall be invoiced for all costs thereof.
5.7. Where agreement has been made for delivery to the Buyer's premises or to another place indicated by the Buyer, the goods shall be delivered as close to the place of use as the delivery vehicle - at the driver's discretion - can drive without risk of getting stuck or damaging the vehicle and its surroundings.
5.8. The costs of any waiting time for unloading at the Buyer's premises or at another delivery point indicated by the Buyer shall be charged to the Buyer, and the Buyer shall also be liable for any costs consequent upon the Buyer’s inability to receive the goods at the agreed delivery time.
5.9. Additional costs due to non-agreed partial delivery are borne by the Buyer.

6. RETENTION OF TITLE
6.1. The Seller retains title to the goods sold until the Buyer has paid in full the purchase price and any costs associated with the delivery of the goods, such as delivery and installation. In the case of payment by cheque or bill of exchange, payment shall not be considered final until full clearance has taken place and any grace period during which the financial institution allows objections has expired. The reservation of title does not affect the transfer of risk to the Buyer upon
delivery, cf. clause 5.1.

7. FORCE MAJEURE
7.1. The Seller shall not be liable for delay in cases of force majeure, including but not limited to labour disputes and any other circumstance beyond the control of the parties, including fire, war, seizure, currency restrictions, riots and civil commotions, shortage of means of transport, general shortage of goods, delay, confiscation of substantial consignments and fuel restrictions, as well as in cases of defective or missing deliveries from subcontractors, regardless of cause.
7.2. In such cases, timely delivery is postponed until the end of the event, up to a maximum of 4 weeks, after which time both parties are entitled to cancel the transaction without this constituting a breach.

8. WARRANTY AND DEFECTS
8.1. For all products manufactured by the Seller, the Seller provides a guarantee against defects in workmanship and materials not resulting from normal wear and tear for 12 months from the date of delivery. However, the warranty does not cover defects and deficiencies caused by normal wear and tear, incorrect or unusual operation, overloading, inadequate maintenance
or by attempted repairs, adjustments and modifications not carried out by the Seller or with the Seller's written consent.
8.2. It is the Buyer's responsibility, immediately upon delivery, to make the usual checks on the goods delivered, including whether the quantity is correct and whether there are any obvious faults or defects. Complaints that the goods delivered are defective or not in accordance with the contract, which the Buyer has or should have ascertained by examining the goods delivered on receipt, must be made in writing immediately after receipt of the goods and in any event within 8 days of receipt. Complaints must clearly describe the nature of the defect and be accompanied by any photographic material.
8.3. The guarantee is conditional on the goods being sent to the Seller, carriage paid, immediately and within 14 days of the fault’s being discovered or the time at which it should have been discovered, provided that the claim is made within 12 months of the date of delivery.
8.4. Defects that should have been discovered in the course of the Buyer's obligation to inspect cannot be invoked after the expiry of the above time limits.
8.5. At the Seller's discretion, defects in the goods sold will be remedied, the goods returned or the purchase price of the goods sold credited to the Buyer.

9. LIMITATION OF LIABILITY
9.1. For claims relating to the Seller's performance or non-performance of its obligations, the Buyer is entitled to compensation for direct losses with the following limitations:
9.1.1. The seller's compensation liability is limited to direct damage/loss and is - regardless of the cause and regardless of the nature of the claim - limited to the amount invoiced for the service or goods in question that caused the damage/loss or is the cause of or directly connected to the claim.
9.1.2. In no event shall the Seller be liable to the Buyer for any loss of business, lost profits, lost savings or other indirect or consequential loss or damage arising from the use of or inability to use the goods sold, whether or not the Seller has been advised of the possibility of such claims.
9.1.3. Losses, expenses or costs associated with taking back, reordering, repairing, removing or taking similar action with defective products, or products of which the Seller's products are a component, cannot be claimed against the Seller.
The Seller assumes no liability as a result of the Buyer's legal relationship with third parties.
9.1.4. The Seller is not liable for damage to real or personal property that occurs while the products are in the Buyer's possession. Nor is the Seller liable for damage to products manufactured by the Buyer or to products in which they are incorporated.

10.RETURNED GOODS
10.1. The Buyer has no right to return goods or deliveries from the Seller, unless this has been agreed in advance and in writing. If agreed, accepted returned goods will normally be credited with a deduction of 15% of the sales price excluding VAT for carriage-paid delivery to the Seller's warehouse or another place in Denmark specified by the Seller.
10.2. Special items, specially made items and display items are not returnable.

11. PRODUCT INFORMATION
11.1. The Seller shall be indemnified by the Buyer to the extent that the Seller is held liable to third parties for such damage or loss for which the Seller is not liable to the Buyer under clause 9.
11.2. If the Seller is sued by a third party for product liability, the Buyer agrees to be subpoenaed or sued in the court or arbitral tribunal hearing the action.
11.3. In no event shall the Seller be liable for any loss of business, lost profits or other consequential economic loss. If a third party makes a claim against one of the Parties for liability under this paragraph, that Party shall promptly notify the other Party.

12.DRAWINGS AND DESCRIPTIONS
12.1. All specifications and information on weights, dimensions, capacities, prices and technical and other data given in catalogues, data sheets, advertisements, pictorial material and price lists are approximate and indicative only. Such information is therefore binding only to the extent that it is expressly reproduced in the order or specifically referred to.
12.2. If the design, specifications etc. of a product sold by the Seller are changed prior to the time of delivery, the Seller shall be entitled to deliver the product with the design and specifications etc. now applicable, provided that the product - according to an objective assessment - has not been impaired thereby. The same applies to the external appearance of the product, including colour.
12.3. All submitted drawings and descriptions remain the property of the Seller and may not be copied, reproduced, transmitted or otherwise made known to third parties without permission.
12.4. If the Buyer needs drawings and documentation in order to carry out the project, the parties may agree in writing in advance that the Seller shall provide drawings and documentation necessary to enable the Buyer to install, start up, operate and maintain the delivery. Without the consent of the Seller, this
information may not be used for any purpose other than that for which it was provided. However, the Seller requires that the information remains confidential.
12.5. The Seller reserves the right to pass on to subcontractors any drawings and technical specifications provided by the Buyer to the Seller, to the extent necessary for the performance of the delivery.

13.DISPUTES
13.1. Any dispute between the parties which cannot be settled by negotiation shall be submitted to the Court in Herning, Denmark, with Danish law applying. Should one or more provisions of these terms and conditions of sale and delivery subsequently be declared invalid,
this shall not affect the validity of the agreement and the other provisions, which shall remain in force, and any invalid provisions shall be construed in accordance with the purpose of the agreement and the invalid provision.