APPLICATION
1. These sales and delivery terms apply to all offers and agreements with the buyer (“Buyer”), made or entered into by Johs. Pedersen Machine Factory A/S (“Seller”), unless otherwise agreed in writing. Any purchase conditions or similar terms of the Buyer are not binding for the Seller.
OFFER, ORDER AND ACCEPTANCE
1. Offers made by the Seller based on defective material of any kind, prepared, or provided by the Buyer, are made without liability.
2. Unless otherwise stated, offers are valid for 30 calendar days from the date of the offer. Any offer is made subject unsold.
3. Orders and purchases from the Buyer are only binding on the Seller once the Buyer has received written order confirmation.
4. If the Seller’s order confirmation does not match the Buyer’s order, the Buyer must lodge a written complaint within 3 working days from the receipt of the order confirmation. Otherwise, the Buyer is bound by the order confirmation.
PLACE OF DELIVERY
1. Delivery takes place EX WORKS at the Seller’s business address, according to Incoterms 2020.
2. If the Seller undertakes delivery in any other way, the quoted price shall be increased by all costs incurred by the Seller, including insurance.
PAYMENT TERMS
1. The Seller is entitled to invoice the Buyer for all deliveries that have been delivered or reported by the Seller as ready for delivery if the agreed delivery time has occurred.
2. Payment terms are specified in the offer.
3. If payment is not made on time, the Seller is entitled to interest on the amount due at any time from the invoice date at a rate of 2% per commenced month.
4. The Buyer is not entitled to offset any counterclaims not acknowledged in writing by the Seller.
PROPERTY RIGHTS
1. The sold goods remain the property of the Seller until the full purchase price has been paid.
DELIVERY TIME AND DELAYS
1. The delivery time is stated in the latest order confirmation.
2. Delays from the Seller’s side are not considered a breach of contract unless the delivery is delayed by more than 3 weeks, as delivery within this period is considered timely in all respects.
3. If a delay in delivery is due to an event mentioned in point 10 or the action or omission of the Buyer, the delivery time is extended accordingly.
4. The Seller may suspend delivery if the Buyer is in breach of any obligation towards the Seller, regardless of the nature of the breach.
5. In the event of a delay, the Seller is not liable for operational losses, lost earnings, lost profits, or other direct or indirect losses suffered by the Buyer. Furthermore, the Seller’s liability for damages cannot exceed the invoice price excluding VAT for the part of the delivery that is delayed.
COMPLAINTS AND LIABILITY FOR DEFECTS
1. The Buyer must immediately upon receipt of the delivery inspect it to ensure that it is intact and in accordance with the agreement.
2. The Seller must receive any complaints no later than 8 working days after the delivery has arrived. The complaint must be made immediately upon discovery of the defect, be in writing, and specify the claimed defects. Otherwise, the Buyer loses any right to claim for breach of contract due to the defect. Complaints do not exempt the Buyer from paying the purchase price on the due date.
3. If the delivered goods are defective, the Seller is entitled to remedy the defect by repair or replacement, provided this can be done within 30 calendar days from when the Seller has received and accepted that the complaint is justified. If the defect is remedied, the Buyer cannot assert any rights due to the defect, including a proportional reduction or compensation.
4. Transportation of defective parts between the Seller and the Buyer is at the Buyer’s expense and risk. Defective parts that are replaced become the property of the Seller.
5. The Seller’s liability does not cover defects in materials supplied by the Buyer or defects in a construction required by the Buyer.
6. The Seller’s liability only covers defects occurring under the operational conditions anticipated by the Seller and through proper use of the delivery. The liability does not cover errors and defects due to inadequate maintenance or incorrect installation by the Buyer, design changes made by the Buyer without the Seller’s consent, or errors in repairs conducted by the Buyer.
7. The Seller is not liable for consequential damages, operational losses, lost earnings, lost profits, or other direct or indirect losses. The Seller’s liability for damages cannot exceed the invoice price excluding VAT for the part of the delivery that is defective.
8. The Seller is not obligated to pay any costs for disassembly and reassembly of defective parts, nor are the Buyer’s costs for identifying defects of concern to the Seller.
PRODUCT LIABILITY
1. The Seller is only responsible for product liability in accordance with applicable Danish law and disclaims responsibility for product damage on any other basis.
2. The Buyer is obliged to notify the Seller in writing without undue delay if a product damage occurs or if there is a risk of such damage occurring. To the extent that the Seller may be held liable to a third party, the Buyer is obliged to indemnify the Seller.
3. If the Seller’s product causes damage to a person or product belonging to the Buyer or a third party, the Seller’s liability is limited to the types of damage and the amounts covered by the Seller’s product liability insurance.
4. The Seller is not liable for operational losses, lost earnings, penalties or liquidated damages, time losses, lost deliveries, or other direct and indirect losses.
LIMITATION OF LIABILITY
1. The Seller is not liable for indirect damages or losses of any kind, including penalties or liquidated damages claims that the Buyer may incur towards a third party, as well as the Buyer’s operational losses, time losses, lost deliveries, or similar indirect losses. The Seller’s liability for damages cannot exceed the invoice price excluding VAT for the part of the delivery that a case concerns.
FORCE MAJEURE
1. The Seller is not liable for non-fulfilment or delayed fulfilment of agreements due to force majeure, which includes, but is not limited to: war, riots, civil unrest, government intervention or intervention by public authorities, fire, strike, lockout, export and/or import bans, mobilization, vandalism, currency restrictions, delays and/or lack of deliveries from subcontractors, transport obstacles, including ice barriers or transport accidents, power supply issues, and similar production difficulties or any other cause beyond the Seller’s control.
2. If delivery is temporarily hindered by one or more of the aforementioned circumstances, the delivery time is postponed for a period equal to the duration of the obstacle plus a reasonable period for normalization of conditions. In the aforementioned cases, the Seller shall notify the Buyer of the change or the expected change in delivery time without undue delay. Delivery at the thus postponed delivery time is considered timely in all respects.
RETURN
1. Delivered goods are not returnable.
DISPUTES
1. Disputes of any kind between the parties regarding the interpretation or scope of these terms and conditions, and disputes arising in connection with agreements entered with the Seller, are settled according to Danish law at the Seller’s domicile or the Maritime and Commercial Court in Copenhagen, at the Seller’s option.
