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The following general conditions of sale and delivery shall apply to all deliveries from Ellepot A/S unless otherwise specifically agreed.
1. Offer and Acceptance
1.1. The present conditions of sale and delivery shall apply to all offers, sales and deliveries unless otherwise agreed in writing.
1.2. The sales agreement shall only be valid when the Seller has forwarded his order confirmation, or when the order is executed.
1.3. Any other agreements between the Seller and the Buyer shall only be binding when confirmed by the Seller.
2.1. Sales shall be made according to the prices specified on the order confirmation/
2.2. If a specific currency other than EUR or DKK is stated in the order confirmation/offer as basis, the price quoted shall be subject to changes in the rate of exchange compared to EUR. Likewise, the price quitted shall be subject to any changes in any duties thereto.
3. Payment/Ownership Reservations
3.1. The Buyer shall make the agreed payment in cash on delivery unless a prior written agreement has been made with respects to credit.
3.2. The Seller shall retain ownership of the goods sold until the purchase price has been fully and completely paid. The ownership shall pass to the Buyer at this point.
3.3. If the delivery is supplemented, such
purchases shall also fall under the ownership
3.4. If the Buyer does not fulfil payment conditions within the specified time, the Seller shall be entitled to charge default interest on the amount due at the rate of 2 (two) per cent per month or part there of commencing from the date of payment and until payment is made, thereto. The Seller shall have the right to change the interest rate at any time and with binding effect for the Buyer. Any such changes shall appear, in writing on the Seller’s monthly statement to the Buyer.
3.5. If the outstanding amount is not paid within a further short time for payment specified by the Seller, the Seller shall be entitled to cancel all agreements made with the Buyer.
3.6. The Buyer shall not have the right to effect a set-off in the purchase price in respect of any claims the Buyer may have against the Seller deriving from other legal matters. Nor shall the Buyer have the right to withhold the purchased goods with reference to any such claims.
3.7. The Buyer shall not be entitled to retain payment due to complaints or claims as to the goods delivered.
4.1. Delivery shall be deemed to have been made when the goods leave the Seller’s address unless otherwise agreed.
4.2. The Seller shall deliver the goods to the address of the Buyer according to the instructions of the Buyer unless otherwise agreed. It shall be the duty of the Buyer to see to it that all conditions are legal and safe at the directed site of unloading.
4.3. The Buyer shall pay the transport charges unless otherwise specifically agreed in writing.
4.4. Shipment and delivery shall take place at the risk of the Buyer.
4.5. The Seller shall not be liable for the transport or in case of non-delivery as a consequence of force majeure (cf. point 5). As to liability see also point 7.1.
4.6. The Buyer shall not be entitled to cancel the order if a delay in delivery occurs as a result of force majeure.
4.7. In the event that there are impediments of delivery, the time of delivery shall be postponed for the same number of days as the impediment period has lasted.
4.8. In the event that one or more impediments of delivery stated in point 5 is expected to continue for more than three months, the Seller shall be entitled to cancel the deal. Such cancellation shall not be considered to be a breach of the contract.
5. Force Majeure
5.1. The Seller shall be entitled to postpone, or cancel, the execution of an order in the event of force majeure, which covers strike, lockout, fire, floods, large engine failures, substantial interruptions of work, war, import and export prohibitions, seizure, authority measures, ice obstacles, damage and loss of means of transportation, delays during transport, transport obstacles, failing or faulty deliveries from subcontractors, raw material or energy shortages over which the Seller has no control. In case of postponed execution or annulment, the Buyer shall not have any right to make a claim for damages or any other claim against the Seller.
6.1. The Buyer shall be obliged to carry out the necessary inspections immediately on receipt of the goods.
6.2. Any complaints shall state the nature of the defect and shall be made in writing. Complaints concerning circumstances which were or should have been identified at the inspection stipulated in point 5 above shall be raised no later than 14 days from the invoice date or from the date of delivery, whichever is the latest.
6.3. If the Buyer fails to complaint in compliance with the above, he shall be deemed to have lost his right to claim any defects at a later point in time.
6.4. The liability of the Seller as to any defects shall cease, cf. below point 7.2., if the Seller has not received any claims from the Buyer within one year after delivery of the goods.
7.1. In the event of a delay which can be caused by the Seller, the Seller shall be liable for the Buyer’s documented losses as a consequence of such delay in accordance with the general provisions of Danish law, cf. however point 7.4 below.
7.2. If there is a defect in the delivered goods for which the Seller is responsible, the Seller shall be entitled to make a replacement delivery if only such delivery is made within 30 days after the Seller has received a timely, written complaint of the defect in question. The Seller shall be given the choice of whether or not to make a replacement delivery. If the Seller makes a replacement delivery, the Buyer shall not be entitled to make any further claims against the Seller as a consequence of the noted defects. If the Seller decides not to make a replacement
delivery, the Seller shall be obliged to
compensate according to the general provisions of Danish law, cf. however point 7.4 below.
7.3. The Seller shall not assume any product
liability which does not follow the mandatory
provisions of the Danish Act on Product Liability. However, the Buyer shall be entitled to raise a claim for product liability with respect to damage to goods used for business purposes in the event that the Buyer can prove that such damage is due to a defect in the goods sold and such defect is
due to the Sellers negligence. The Sellers product liability cannot exceed an amount of EUR 150.000 per damage or series of damages. To the extent that the Seller incurs product liability towards a third party, the Buyer shall indemnify the Seller to the same extent as the limitation of the Seller’s liability according to this point 7. The Buyer shall let himself be sued at the same court/ arbitration tribunal which hears the case of product liability against the Seller.
7.4 Irrespective of whether a claim for damages is based on contractual liability, tort or product liability and irrespective of the basis therefore, the Seller shall not be liable for loss of operation, production, profit, goodwill, fines or other indirect losses or consequential damages. The Sellers liability cannot exceed the purchase price for the goods which gave rise to the claim.
8. Venue and Applicable Law
8.1. The Court in Esbjerg, shall decide any disputes between the parties, provided always that the Seller shall have the right to refer the dispute to arbitration.
8.2. Danish law shall apply to the settlement of any dispute between the parties with the exception of the Danish international conflicts rules.