TERMS OF SALE AND DELIVERY
The General Terms of Sale and Delivery for the International Sale of Goods are valid for all offers, sale and deliveries, unless other is confirmed in writing. These General Terms of Sale and Delivery for the International Sale of Goods replaces all previous terms and agreements.
2. Entering into contracts
All contracts are valid from receive of either a posted, telefaxed, e-mailed, etc., written order. If the order has been given orally, a written order will be send to the buyer and will first be accepted as valid, from our side, when buyer duly signs and returns the order.
An order can only be cancelled when a written confirmation from both the seller and the buyer is present.
All offers are subject to the goods being unsold (cf. point 3). Has an offer, without any specific acceptance deadline, not been confirmed by buyer, the offer repeals no later than 1 week from date of offer.
3. Subject of sale
Until buyers accept has reached seller, the seller is entitled to offer the offered goods to third party effecting cancellation for the buyer. Seller must right after third party’s acceptance of the offer, inform the Buyer in writing that the offer is no longer valid.
4. Price, price charges
4.1. Currency is specified per order and exclusive of value-added tax, unless the trade is embracing the Reverse Charge Rules within the EU.
4.2. The price shall be exclusive of all duties and expenses incurred after delivery of the goods, all in accordance with the INCOTERMS 1990 clause agreed upon.
4.3. The seller reserves the right to change the price if, after the seller’s final offer/acceptance but before the time of payment, documented new or increased costs are incurred by the seller as a result of changes in customs duty, taxes, etc., including taxes payable to transport, terminal or port authorities, etc., to the extent that any such additional costs can be attributed to the consignment in question.
5. Terms of payment, performance guarantees
5.1. Payment shall be made in cash no later than on the due date. If no payment date is specified, payment shall be made in case on receipt of goods.
5.2. Any credit insured buyer, will be offered 8 days of credit, net cash.
5.3. If receipt of the subject of sale by the buyer is delayed owing to circumstances for which the buyer is responsible, the buyer shall still be obliged to pay the purchase price or make other arrangements for the purchase price to be paid at the agreed or implied time.
5.4. If payment is not made on time, the seller shall be entitled to charge interest from the due date on the amount with 1,5% interest pr. month, beginning of each month.
5.5. If the buyer feels that he has a counter-claim against the seller, which can be offset against the purchase price, the buyer shall not be entitled to actually offset that claim against the purchase price provided that he has obtained the seller’s acceptance thereof in advance or offers adequate security for payment of the purchase price once any dispute concerning the counterclaim has been settled.
6.1. The seller retains his title to the subject of sale until the whole purchase price and the costs incurred by the seller for the buyers account in connection with delivery, shipment and insurance of the goods have been paid, or until the agreed performance guarantee has been provided. Until this happens, the buyer shall not be entitled to sell on the goods to a third party or otherwise dispose of them in a manner which is in contravention of the seller’s retention of title.
6.2. In the case of conversion or processing of the subject of sale, which does not cause it to lose its characteristics or identity, the retention of title shall persist in such a way that it also covers the converted or processed product at the value it had before conversion or processing.
7. Delivery, delivery date
7.1. Delivery shall be in accordance with INCOTERMS 1990, clause FCA seller’s address, unless otherwise agreed.
7.2. If no delivery date has been specified, delivery shall be made within a reasonable time of the contract having been entered into. Unless otherwise dictated by the circumstances, delivery within 14 days shall be considered to constitute delivery within a reasonable time.
7.3. If a delay is caused by circumstances beyond the seller’s control, the delivery time shall be postponed by the duration of the obstacle, regardless of whether the obstacle arose before or after the agreed delivery time. If, however, the obstacle persists for more than three months, each party shall be entitled to cancel the transaction without incurring any liability.
7.4. Seller must in any of above-mentioned cases without any reasonable delay, inform buyer about the new time of delivery.
8. Product information
Specifications, pictures etc., which from sellers side are handed over for or after the agreement has been made, remain sellers property and is not allowed forwarded to third party without a written agreement or being misused.
Seller reserves the rights, without warning, to make changes in agreed specifications, if it is to no inconvenience for the buyer.
10. Defective subject of sale
10.1. The buyer shall inspect or arrange for inspection of the goods. This inspection shall take place as soon as possible and shall be as thorough as the circumstances permit.
Hereunder a physical count of delivered boxes and control of net weight, before receipt on CMR/delivery note.
10.2. If the goods are defective, the buyer may request that the seller rectifies the problem, e.g. by providing a replacement delivery within a reasonable deadline to be specified by the buyer after the buyer has ascertained the defect. This deadline shall be for chilled products within forty-eight (48) hours and in case of frozen meat within seventy-two (72) and in case of other goods within ten (10) calendar days after delivery, unless the Buyer can demonstrate that a longer deadline is reasonable, or the seller can demonstrate that the deadline should be shorter in order to be considered reasonable.
11. Compensation, limitation of liability
11.1. In the event or breach of contract, the injured party shall be entitled to claim compensation from the guilty party for any loss suffered as a direct consequence of the breach to the extent that the guilty party could reasonable be expected to have foreseen this loss when the contract was entered into and bearing in mind the circumstances he knew or should have known could result from the breach.
However, neither party shall be entitled to claim compensation if the breach is caused by circumstances beyond the other party’s control.
11.2. The seller cannot be held liable for any consequential loss, loss of profits or any other indirect loss suffered by the buyer as a result of delayed delivery or defects in the subject of sale. Nor can the seller be held liable for other losses over and above the invoice amount exclusive of value-added tax.
12.1. Sold goods can only be returned by previous written agreement.
12.2. In all cases where goods are returned to the seller; it is a condition that they are returned in the original packaging and are shipped for the buyer’s account and risk. The buyer shall be entitled to withhold goods in so far as necessary until he has secured a replacement delivery, costs and compensation for the breach of contract.
13. Product liability
Product liability applies to the valid rules of Danish law. In extend that nothing else follows indispensable rules of law, the seller is not responsible for any loss of profits or other indirect losses.
14. Assignment of rights and obligations
The seller shall be entitled to assign performance of the contract entered into to a third party either wholly or in part. If performance is assigned wholly to a third party, the Seller shall be entitled to assign all rights and obligations under the contract to that third party, and the buyer shall subsequently only be entitled to make claims for breach of contract against that third party.
15. Applicable law. Arbitration and legal venue
15.1. Sale of goods contracts shall be governed by the general rules of Danish law, including the English version of the UN Convention on contracts for the International Sale of Goods (ClSG), supplemented by the current practices and customs.
15.2. Disagreements are to be settled by Sø- og Handelsretten, Copenhagen in accordance with Danish law. The language of the arbitration proceedings shall be English, unless the parties agree otherwise.