Terms and Conditions of Sale and Delivery
1. General
1.1
These Terms and Conditions of Sale and Delivery shall apply unless otherwise agreed in writing between the customer and NNDC Danmark ApS, CVR No. 42 57 84 28.
2. Web Catalogue, Brochures and Price Lists
2.1
The illustrations, specifications, and prices stated in NNDC Danmark ApS’ web catalogue and brochures are for guidance only and are therefore not binding upon NNDC Danmark ApS.
2.2
NNDC Danmark ApS reserves the right, without prior notice, to make changes and/or additions to its web catalogue, brochures, illustrations, specifications, and price lists.
3. Quotations
3.1
Quotations issued by NNDC Danmark ApS shall automatically expire thirty (30) days from the date of the quotation. However, quotations may be withdrawn or amended at any time. Quotations shall only become binding upon NNDC Danmark ApS when NNDC Danmark ApS has accepted the customer’s order through a written order confirmation.
3.2
Quoted prices, delivery times, and other terms are subject to changes in the final production basis compared to the quotation material unless otherwise expressly stated. NNDC Danmark ApS therefore reserves the right to adjust quoted and confirmed prices, including in the event of fluctuations in exchange rates, raw material prices, and duties occurring after the customer’s placement of the order.
3.3
If NNDC Danmark ApS’ order confirmation deviates from the customer’s order, the customer must object in writing within eight (8) days of receipt of the order confirmation. Otherwise, NNDC Danmark ApS’ order confirmation shall be binding upon the customer.
4. Prices
4.1
Unless otherwise stated, all prices quoted by NNDC Danmark ApS are net cash prices excluding VAT.
4.2
If NNDC Danmark ApS’ costs increase due to fluctuations or changes in exchange rates, raw material prices, customs duties, freight rates, taxes and duties, legislative changes, or other circumstances beyond NNDC Danmark ApS’ control, NNDC Danmark ApS shall be entitled to adjust its prices accordingly after the conclusion of the agreement.
5. Payment
5.1
Payment shall be made in accordance with the terms stated on the invoice issued by NNDC Danmark ApS. If no payment terms are specified on the invoice, payment shall be made [in cash upon delivery].
5.2
The customer shall not be entitled to set off or withhold all or part of the purchase price due to any claims whatsoever against NNDC Danmark ApS.
5.3
If payment is made after the due date, NNDC Danmark ApS shall be entitled to charge default interest at 2% per commenced month.
6. Retention of Title
6.1
NNDC Danmark ApS shall retain full ownership of the goods sold until the entire purchase price, including interest and surcharges resulting from price adjustments, has been paid in full with discharging effect in accordance with applicable law.
6.2
In the event that the customer incorporates, combines, transforms, processes, and/or resells the goods sold, NNDC Danmark ApS’ retention of title shall continue to apply to an extent corresponding to the value of the goods sold, including the right to levy execution regardless of the combined product or other items into which the goods sold may have been incorporated.
7. Product Information
7.1
Drawings, specifications, calculations, etc. provided by NNDC Danmark ApS to the customer shall remain the property of NNDC Danmark ApS and may not be copied or disclosed to third parties without NNDC Danmark ApS’ consent.
7.2
Such material may only be used by the customer for the purpose of entering into an agreement with NNDC Danmark ApS. Any other use of the material shall be unauthorized.
8. Delivery
8.1
All delivery times stated in quotations or order confirmations issued by NNDC Danmark ApS are approximate and ultimately non-binding upon NNDC Danmark ApS.
8.2
If NNDC Danmark ApS and the customer have expressly agreed in writing upon a fixed delivery date and NNDC Danmark ApS is delayed beyond the agreed date, NNDC Danmark ApS shall not be liable for cover purchases, loss of production, or any other indirect losses or consequential economic losses suffered by the customer.
8.3
In the event of a material delay by NNDC Danmark ApS, the customer shall neither be entitled to compensation for direct losses nor to terminate the agreement if the delay is caused by circumstances beyond NNDC Danmark ApS’ control, including but not limited to labour disputes, strikes, lockouts, epidemics, fire, explosions, riots and civil unrest, war, sabotage, seizure, currency restrictions, import prohibitions, shortages of supplies and goods, logistics shortages, performance prohibitions, lack of operating resources, defects or delays in deliveries from subcontractors, and changes in legislation.
8.4
NNDC Danmark ApS reserves the right to make partial deliveries. In such cases, the customer shall be obliged to accept such partial deliveries. If the customer refuses to accept a partial delivery, NNDC Danmark ApS shall be entitled to treat such refusal as a return of goods pursuant to Clause 10.
9. Transfer of Risk
9.1
Delivery shall be made [EXW/Ex Works (NNDC Danmark ApS’ registered address)].
9.2
Shipment of the purchased goods from NNDC Danmark ApS’ registered address may be agreed upon separately in writing. Such shipment shall be at the customer’s expense and risk.
10. Returns
10.1
The customer shall not be entitled to cancel a purchase unless NNDC Danmark ApS has accepted such cancellation in writing in each individual case.
10.2
If NNDC Danmark ApS expressly accepts a cancellation by the customer, such acceptance shall be conditional upon the customer returning the delivered goods, at no cost or risk to NNDC Danmark ApS, in accordance with NNDC Danmark ApS’ instructions. In all cases, the goods must be returned in their original packaging and in undamaged condition.
10.3
In the event of cancellation by the customer, NNDC Danmark ApS reserves the right to deduct up to 30% of the purchase price.
11. Complaints in the Event of Delay or Defects
11.1
Upon delivery, the customer shall immediately inspect the goods purchased and must submit any complaints concerning delay and/or defects in writing within eight (8) days. Otherwise, the customer shall be barred from raising such objections.
11.2
Defects in the purchased goods may only be remedied by the customer’s employees if such employees’ qualifications have been acknowledged in writing by NNDC Danmark ApS in each individual case. Alternatively, the goods shall be returned to NNDC Danmark ApS for repair or replacement. NNDC Danmark ApS shall decide whether repair or replacement is to be carried out.
11.3
Where NNDC Danmark ApS performs repairs at the customer’s premises, all travel expenses and travel time shall be borne by the customer.
11.4
The dispatch of replacement parts or components for repair purposes shall be regarded as a separate sale until the customer returns the defective parts at its own expense for full or partial credit from NNDC Danmark ApS.
12. Limitation of Liability
12.1
NNDC Danmark ApS shall not be liable for any indirect losses caused by delay and/or defects, including loss of production, loss of profit, and other consequential financial losses suffered by the customer. This limitation shall not apply where NNDC Danmark ApS has acted with gross negligence. In such case, the customer shall bear the burden of proving that the financial loss was caused by NNDC Danmark ApS’ acts or omissions.
12.2
NNDC Danmark ApS’ liability for direct losses shall in any event be limited to [twenty (20) times the invoice value].
12.3
Defects caused by abnormal wear and tear, overloading, incorrect use, inadequate maintenance or storage, and repairs carried out incorrectly and/or by unauthorized persons shall not constitute defects for which NNDC Danmark ApS may be held liable.
13. Product Liability
13.1
Upon entering into the agreement, both NNDC Danmark ApS and the customer confirm that they are covered by customary product liability insurance.
13.2
NNDC Danmark ApS shall indemnify the customer against damage caused by the goods sold to any person and/or property resulting from a defect in the goods sold attributable to NNDC Danmark ApS’ acts and/or omissions. However, NNDC Danmark ApS shall only be liable where it is proven that the damage was caused by NNDC Danmark ApS’ fault or negligence.
13.3
Likewise, the customer shall indemnify NNDC Danmark ApS against any claim arising from a defect in the purchased goods occurring after delivery pursuant to Clause 9, or damage caused by the purchased goods as a result of the customer’s acts or omissions.
13.4
NNDC Danmark ApS shall not be liable for damage caused by the goods sold:
- a) to real property or movable property occurring after delivery while the goods are in the customer’s possession;
- b) to products manufactured by the customer;
- c) to products manufactured by the customer into which the goods sold have been incorporated; or
- d) to real property or movable property caused by the customer’s products into which the goods sold have been incorporated.
13.5
Under no circumstances shall NNDC Danmark ApS be liable for loss of production, loss of profit, or other consequential financial losses arising from damage caused by the goods sold.
13.6
To the extent that NNDC Danmark ApS is held liable towards third parties under product liability rules, the customer shall indemnify NNDC Danmark ApS to the same extent as NNDC Danmark ApS’ liability is limited under these Terms and Conditions.
13.7
If a third party brings a product liability claim against the customer, the customer shall immediately notify NNDC Danmark ApS thereof, and NNDC Danmark ApS shall likewise be obliged to notify the customer.
14. Governing Law and Jurisdiction
14.1
[ORGALIM S 2022] shall apply to the contractual relationship between NNDC Danmark ApS and the customer to the extent not otherwise provided in these Terms and Conditions and/or where NNDC Danmark ApS and the customer have not entered into another written agreement.
14.2
Any dispute between NNDC Danmark ApS and the customer shall be governed by Danish law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), which shall not apply.
14.3
Any dispute between NNDC Danmark ApS and the customer shall be resolved either by the courts of [Aarhus], Denmark, or by arbitration seated in Aarhus, Denmark, at the discretion of NNDC Danmark ApS.
