General Sales and Delivery Terms and Conditions
1.1. All deliveries, services and offers of the seller are exclusively made on the basis of these General Sales and Delivery Terms and Conditions. These are part of all contracts that the seller concludes with its contracting parties (hereinafter referred to as "Client") concerning the deliveries or services offered by such. They also apply to all future deliveries, services or offers to the Client, even if they are not specifically agreed upon again.
1.2. Business conditions of the Client or third parties do not apply, even if the seller does not specifically object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to business conditions of the Client or a third party, this does not constitute an agreement with the validity of those business conditions.
2. Offer and Conclusion of Contract
2.1. All offers of the seller are non-binding unless these are specifically marked as binding or contain a specific acceptance period. The seller can accept orders or contracts within two weeks of receipt.
2.2. Solely decisive for the legal relationships between seller and Client is the written purchase contract, including these General Sales and Delivery Terms and Conditions. This completely reflects all agreements between the contractual parties regarding the subject of the contract. Verbal commitments of the seller prior to the conclusion of this contract are legally non-binding, and verbal agreements between the contractual parties are overruled by the written contract, unless it is explicitly stated that they continue to be binding.
2.3. Amendments and modifications to the agreements made, including these General Sales and Delivery Terms and Conditions, must be made in writing to be valid. To comply with the written form, telecommunication transmission, in particular by fax or email, is sufficient, provided that a copy of the signed declaration is submitted.
2.4. Information of the seller regarding the subject of the delivery or service (e.g. weights, dimensions, usable values, load capacity, tolerances, and technical data) and our representations thereof (e.g. drawings and illustrations) are only approximately authoritative, unless the usability for the contractual intended purpose requires exact compliance. They are not guaranteed characteristics, but rather descriptions or labels of the delivery or service. Standard deviations and deviations that are made due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible as long as they do not impair the usability for the contractual intended purpose.
2.5. The seller retains ownership or copyright to all proposals and cost estimates submitted by him, as well as to drawings, illustrations, calculations, brochures, catalogues, models, tools, and other documents and aids provided to the client. The client may not make these objects available to third parties, either as such or in content, without the express consent of the seller, nor may he or she reveal them, use them himself or herself or through third parties, or reproduce them. At the request of the seller, the client must return these objects in full to the seller and destroy any copies that have been made if they are no longer required in normal business operations or if negotiations do not lead to the conclusion of a contract.
3. Prices and Payment
3.1. The prices are valid for the scope of performance and delivery listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO ex-works plus packaging, value-added tax, customs duties for export deliveries, fees, and other public charges.
3.2. If the agreed prices are based on the seller's list prices and delivery is not made until more than four months after conclusion of the contract, the list prices of the seller valid at the time of delivery (each minus an agreed percentage or fixed discount) will apply.
3.3. Invoice amounts must be paid within thirty days without deduction unless otherwise agreed in writing. The date of payment is determined by the date of receipt by the seller. Bank checks are considered payment only after they have been redeemed. If the client does not pay when due, the outstanding amounts will be charged with 6% interest p.a. from the due date; the assertion of higher interest and other damages in the case of default remains unaffected.
3.4. The offsetting of claims by the buyer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or legally established.
3.5. The seller is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after the conclusion of the contract, circumstances become known to him that are likely to significantly impair the creditworthiness of the buyer and which endanger the payment of the outstanding claims of the seller by the buyer under the respective contract (including from other individual orders for which the same framework agreement applies).
4. Delivery and Delivery Time
4.1. Unless otherwise agreed, deliveries are made from the warehouse in Copenhagen or from seller’s warehouses in Europe.
4.2. Delivery times and dates stated by the seller are always approximate unless a fixed delivery time or date has been specifically agreed upon or promised. In case of shipment, delivery times and dates refer to the moment of delivery to the carrier, freight forwarder, or any third party entrusted with the transportation.
4.3. The seller can require an extension of delivery and performance times or a delay of delivery and performance dates for the duration during which the buyer does not fulfil its contractual obligations towards the seller, without prejudice to the seller's rights due to the buyer's default.
4.4. The seller is not liable for the impossibility of delivery or for delivery delays, provided that these are caused by acts of nature or other events that were not foreseeable at the time of contract formation (such as all types of operational disruptions, difficulties in obtaining materials or energy, transport delays, strikes, lawful lockouts, shortage of manpower, energy or raw materials, difficulties in obtaining necessary governmental approvals, governmental measures or the failure, incorrectness or untimeliness of supply by suppliers), and which the seller is not responsible for. If such events significantly complicate or make delivery or performance impossible for the seller, and the impediment is not only of a temporary nature, seller is entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance periods or deadlines are extended by the duration of the impediment plus a reasonable lead time. If the buyer cannot reasonably be expected to accept the delivery or performance as a result of the delay, the buyer may withdraw from the contract by an immediate written declaration to the seller.
4.5. The seller is only entitled to partial deliveries if
• the partial delivery can be used by the buyer for the contractual purpose,
• the delivery of the remaining ordered goods is secured and
• this does not result in a significant increase in effort or additional costs for the buyer (unless the seller agrees to bear such costs).
4.6. If the seller is late with a delivery or performance, or delivery or performance becomes impossible for any reason, the seller's liability for damages is limited in accordance with Clause 7 of these General Sales and Delivery Terms and Conditions.
5. Shipping, Packaging, Transfer of Risk, Acceptance
5.1. The method of shipment and packaging is at the discretion of the seller.
5.2. The risk passes at the latest with the transfer of the delivered item (where the start of the loading process is decisive) to the carrier, freight forwarder or other third party designated for the execution of the shipment to the client. This also applies if partial deliveries are made. If the shipment is delayed or the transfer is delayed due to a circumstance for which the client is responsible, the risk passes from the day on which the item is ready for shipment and the seller has notified the client of this.
5.3. The shipment will only be insured by the seller against theft, breakage, transportation, fire, water damage, or other insurable risks at the express request of the buyer and at their own cost.
6. Warranty, Defects
6.1. The warranty period is one year from delivery.
6.2. The delivered items must be carefully examined by the client immediately after delivery or the third party designated by the client. With regards to obvious defects or other defects that would have been recognizable in an immediate and careful examination, these are deemed approved by the buyer if the seller does not receive a written notice of defects within one week of delivery. With regards to other defects, the delivered items are deemed approved by the buyer if the notice of defects does not reach the seller within seven working days from the time the defect appeared; if the defect was already recognizable by the client during normal use at an earlier time, however, this earlier time is the decisive factor for the start of the notice period. At the seller's request, a delivered item with a defect must be returned freight free to the seller. In the case of a valid notice of defects, the seller shall compensate the costs of the cheapest shipping method; this shall not apply if the costs increase because the item is located at a place other than the place of intended use.
6.3. In the case of defects in the delivered items, the seller is first obliged and entitled, at his discretion within a reasonable period of time, to remedy the defect or to deliver a replacement. In case of failure, i.e., impossibility, unreasonable, refusal or unreasonable delay of remedy or replacement, the client may rescind the contract or appropriately reduce the purchase price.
6.4. If a defect is due to the fault of the seller, the client may claim damages under the conditions specified in section
7. Liability for Damages Due to Negligence
7.1. The seller's liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and unauthorized acts, is limited in accordance with this section 7, to the extent that negligence is involved in each case.
7.2. The seller is not liable in case of simple negligence of its organs, statutory representatives, employees, or other agents, unless there is a breach of essential contractual obligations. Essential contractual obligations include the obligation to timely deliver the item to be delivered, the absence of defects that significantly impair its functionality or usability, as well as the duties of advice, protection, and care, intended to enable the client to use the item delivered in accordance with the contract, or to protect life or limb of the client's personnel, or to protect its property from significant damage.
7.3. To the extent that the seller is liable for damages under section 7.2., this liability is limited to damages that the seller has foreseen as a possible consequence of a breach of contract at the time of the contract's conclusion, or that the seller would have had to foresee with the exercise of reasonable care. Indirect damages and consequential damages resulting from defects of the item to be delivered are also only compensable if such damages are typically to be expected in the proper use of the item.
7.4. The above exclusions and limitations of liability apply to the same extent in favour of the seller's organs, statutory representatives, employees, and other agents.
7.5. The seller's liability for providing technical information or advisory services, and the liability for any advice or consultation that does not belong to the scope of services owed and contractually agreed by the seller, is excluded, and is done free of charge.
7.6. The limitations in this section 7 do not apply to the seller's liability for intentional conduct, for guaranteed characteristics, for injury to life, body, or health, or under the Product Liability Act.
8. Ownership Retention
8.1. The goods delivered by the seller to the buyer shall remain the property of the seller until all secured claims have been fully paid. The goods, as well as any goods replaced by them in accordance with the following provisions and covered by the ownership retention clause, are hereinafter referred to as "retention goods".
8.2. The buyer shall store the retention goods free of charge for the seller.
8.3. Until the occurrence of the realisation event (Clause 8.8.), the buyer is entitled to process and resell the retention goods in the ordinary course of business. Pledges and transfers of security are not permitted.
8.4. If the buyer processes the retention goods, it is agreed that the processing shall be carried out in the name and for the account of the seller as manufacturer, and that the seller shall directly acquire ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the retention goods - co-ownership (fractional ownership) of the newly created item in proportion to the value of the retention goods to the value of the newly created item. In the event that no such acquisition of ownership occurs for the seller, the buyer shall already transfer his future ownership or - in the aforementioned proportion - co-ownership of the newly created item to the seller as security. If the retention goods are combined with other items to form a single item or are mixed together inseparably and one of the other items is to be regarded as the main item, the seller, insofar as the main item belongs to him, shall transfer to the buyer co-ownership of the single item in the proportion stated in sentence 1.
8.5. In the event of the resale of the reserved goods, the buyer hereby assigns to the seller, as security, any resulting claims against the purchaser – in the event of co-ownership of the seller in the reserved goods, proportionally according to the share of co-ownership. The same applies to any other claims that replace the reserved goods or arise in connection with the reserved goods, such as insurance claims or claims arising from unlawful acts in the event of loss or destruction. The seller authorizes the buyer to collect the assigned claims in the seller's name, but revocably. The seller may only revoke this authorization in the event of realization.
8.6. If third parties, in particular by way of attachment, access the reserved goods, the buyer shall promptly notify them of the seller's ownership and inform the seller thereof in order to enable the seller to enforce their ownership rights. If the third party is not able to reimburse the seller for the judicial or extrajudicial costs arising in this connection, the buyer shall be liable to the seller for such costs.
8.7. The seller shall release the reserved goods and the items or claims that replace them to the extent that their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released is at the discretion of the seller.
8.8. If the seller withdraws from the contract due to a breach of contract by the buyer, in particular default of payment (realization), the seller is entitled to demand the return of the reserved goods.
9. Final Provisions
9.1. If the client is a merchant, a legal entity under public law, or a special fund under public law or if they do not have a general place of jurisdiction, Hamburg, Germany is the place of jurisdiction for any disputes arising from the business relationship between the seller and the client. Hamburg is also the exclusive place of jurisdiction for actions against the seller. Mandatory statutory provisions regarding exclusive places of jurisdiction are not affected by this provision.
9.2. The relationship between the seller and the client is governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Co ntracts for the International Sale of Goods of 11.04.1980 (CISG) does not apply.
9.3. The relationship between the seller and the client is governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Co ntracts for the International Sale of Goods of 11.04.1980 (CISG) does not apply. Insofar as the contract or these General Sales Delivery Terms and Conditions contain gaps in regulation, those legally effective regulations shall be deemed agreed upon to f ill such gaps, which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Sales Conditions had they been aware of such regulatory gap.