General Terms and Conditions of Sale – Spanvall ApS

Scope
1. All deliveries from Spanvall ApS (“Manufacturer”) to all purchasers of Manufacturer’s products, including distributors, intermediaries, agents and direct buyers (both businesses and consumers), (“Buyer”) shall be governed by these General Terms and Conditions of Sale unless otherwise agreed in writing.
Mandatory Provisions in Relevant Legislation
1. These General Terms and Conditions of Sale shall be subject only to mandatory provisions in relevant legislation, e.g. the Danish Act on Sale of Goods, Act no. 102 of April 1906 with subsequent amendments, and the Danish Act on Interests, act no. 638 of December 1977 with subsequent amendments. Non-mandatory provisions of law shall be regarded as excluded by these General Terms and Conditions of Sale insofar as provisions in these General Terms and Conditions derogate from such non-mandatory provisions.
Offer and Order Confirmation
1. The Buyer must accept the offers within eight calendar days. During this pending acceptance period, the Manufacturer shall have the right to sell the offered products to third parties. Buyer’s order, acceptance, etc. shall not be binding on Manufacturer until a written order confirmation is submitted by Manufacturer. Buyer may not transfer the offer or any documentation to any third party at any time, including during or after the offer period and/or acceptance.
Prices
1. Pricing shall be based on Manufacturer’s current price list at the time of order placement. Prices shall be stated in DKK or EUR and shall not include VAT, freight or any other charges, unless other is agreed. If Buyer is a consumer, prices in Manufacturer’s price list shall include VAT and similar charges.
2. Prices shall be subject to documented, significant changes in circumstances which are relevant to the agreed delivery and on which Manufacturer has no influence, e.g. exchange rates, increase in raw material prices, freight, duties, and taxes. Any discount shall be deducted from the amount not including VAT.
3. Manufacturer reserves the right to charge administrative fees in connection with orders of less than a certain amount or volume, futile haulage, special packaging, unjustified complaints, and other similar circumstances.
4. Manufacturer may adjust his price lists for products, fees, return charges, etc. at any time and without prior notice.
Payment and Retention of Title
1. The purchase price shall be due for payment at the time of delivery. No set-offs can be made insofar as Manufacturer contests the counterclaim.
2. No complaint shall entitle Buyer to withhold payment for deliveries.
3. Insofar as Buyer does not pay any invoice within seven calendar days of the due date of payment, default interest shall accrue at 1.5 percent per month or fraction of a month. After the due date for payment, Manufacturer’s invoice and claim for interest may be placed for collection without further notice, and costs may be collected in addition to the costs resulting from legislation on debt collection.
4. Manufacturer are entitled to invoice a, Past Due Fine, of 100 EUR per overdue day, if the invoice is not paid at duedate.
5. Manufacturer shall be entitled at any time to demand at his own discretion either cash payment or security for the payment.
6. The sold products shall remain the property of Manufacturer until Manufacturer receives payment in full.
Cancellation
1. The Buyer cannot change or cancel orders later than 2 months before indicated dispatch date. The Manufacturer may, at its discretion, accept to re-direct orders in progress, but any additional costs incurred will be charged to the Buyer.
2. If the Buyer in spite of the above clause fully or partially cancels or changes an order, the Manufacturer will be liable for any loss of profit and any other costs / losses incurred by the Buyer.
Product Information and Product Alterations
1. Information stated in product information and price lists shall not be binding on Manufacturer unless a written agreement explicitly refers to them.
2. Answers to inquiries regarding product application, properties, etc. shall be considered guiding, non-binding, and general. Answers shall be considered as general guidance on the product and not as specific advice on the product’s suitability for the Buyer’s intended purpose.
3. Slight differences with regards to the listed measures, weights, numbers, colors and other such information do not count as shortcomings.
4. Regarding paragraph 7.3 if there is a slight difference in case of a margin of max. 10 % more or less that the specification indicated. It will not count as shortcomings.
5. Samples produced or provided only serve as an indication.
Delivery and Time of Delivery
1. Delivery shall be interpreted in accordance with the Incoterms applicable at the time when the individual purchase agreement was entered into between Manufacturer and Buyer. Delivery shall be EXW (Ex Works) from the warehouse where the product is, unless the parties have agreed to a different delivery clause.
2. Buyer cannot collect the products; however, freight may be purchased from Manufacturer. Insofar as freight is purchased, delivery shall be CFR (Cost and Freight) the Buyer’s port of destination and delivery shall be considered performed when the products are consigned to the carrier, regardless of whether this carrier is external or Manufacturer’s own vehicle. Buyer shall be responsible for delays and insurance during the transportation unless the parties have agreed to a different delivery clause.
3. Any date of delivery specified in the written order confirmation is solely a guideline.
4. Timely delivery presumes that Manufacturer receives all relevant information reasonably well in advance.
5. Insofar as Manufacturer does not deliver within an agreed date of delivery, Buyer shall be entitled to determine in writing a fair and final deadline for delivery no less than 30 calendar days. If Buyer intends to terminate the agreement insofar as delivery does not take place within this time limit, Buyer must point this out expressly. Insofar as delivery does not take place within the new time limit (subject to expressed right of termination), Buyer may terminate the delayed part of the delivery. Parts of the agreement not affected by a delay may not be terminated.
6. If Buyer terminates the agreement due to delay subject to the conditions in section 8.5, Buyer shall be entitled to claim compensation for additional costs for replacement purchases. Compensation cannot exceed 5 per cent of the purchase price of the delayed part of the delivery.
7. If the agreement between Manufacturer and Buyer constitutes a distribution agreement or a similar long-term contractual relationship, any termination of a delivery based on Manufacturer’s delay shall not otherwise affect the agreement between the parties.
8. Insofar as Buyer does not terminate the agreement and has the products delivered, Buyer shall not be entitled to any remuneration or compensation in connection with the delay.
Duty of Inspection and Complaints
1. Upon receipt, Buyer shall inspect the products immediately and thoroughly. Insofar as the delivery is deficient or defective, Buyer shall register his complaint with Manufacturer immediately and no later than 2 calendar days.
2. Insofar as Buyer at a later time discovers deficiencies or defects which despite thorough inspection were not detectable on receipt, Buyer shall report this to Manufacturer immediately upon discovery and no later than 2 calendar days.
3. If Buyer does not register his complaint in accordance with the above, Buyer shall forfeit any right to make claims against Manufacturer for any such deficiencies or defects.
Liability for Defects
1. Upon receipt of a justified and timely complaint, Manufacturer shall remedy the defect through a replacement delivery. Replacement shall be arranged without undue delay and completed within reasonable time. Replacement shall take place where the product is situated and at Manufacturer’s expense with the exceptions stated below.
2. Insofar as Buyer’s complaint proves unjustified and Manufacturer has made deliveries in connection with attempts to replace products or has paid freight costs, Manufacturer shall be entitled to invoice Buyer any expenses.
3. Insofar as Manufacturer does not meet his obligation to replace within reasonable time, Buyer shall be entitled to determine in writing a fair and final deadline for replacement no less than 30 calendar days. To the extent that replacement does not take place within this time limit, Buyer may demand a proportionate price reduction; however, no more than 5 percent of the agreed purchase price. Insofar as the defect is significant, Buyer may instead terminate part of the delivery regarding the defective products. Parts of the agreement not affected by the default may not be terminated.
4. If Buyer terminates part of the delivery regarding defective products, Buyer shall not be entitled to claim compensation for additional costs for replacement purchases.
5. If the agreement between Manufacturer and Buyer constitutes a distribution agreement or a similar long-term contractual relationship, any termination of a delivery based on defects of delivered products shall not otherwise affect the agreement between the parties.
6. Manufacturer shall be liable for defects for 6 months from the date of delivery. For replaced products, Manufacturer shall be liable for defects for 6 months from the date of the replacement; however, never longer than 12 months from the original date of delivery.
Exemption from Liability
1. The following circumstances shall exempt Manufacturer from liability insofar as they prevent him from fulfilling the agreement or render fulfilment unreasonably burdensome: Industrial disputes and any other circumstance beyond the control of the parties, e.g. fire, war, mobilization or any enlisting of similar extent, requisitioning, confiscation, currency restrictions, riots and disturbances, lack of transportation means, general scarcity of products, power restrictions, extraordinary measures by the EU authorities, and defects or delays in deliveries from sub-suppliers due to circumstances mentioned under this section.
2. Insofar as Buyer is a victim of force majeure, Buyer shall cover Manufacturer’s expenses in connection with securing the safety of the products during the force majeure situation.
3. Insofar as fulfilment of the agreement is hindered for more than 6 months due to force majeure, the parties shall be entitled to terminate the unfulfilled part of the delivery without liability.
4. If the agreement between Manufacturer and Buyer constitutes a distribution agreement or a similar long-term contractual relationship, any termination of a delivery based on force majeure shall not otherwise affect the agreement between the parties.
Liability for Damage Caused by the Products (Product Liability)
1. Manufacturer shall only be subject to product liability to the extent that such liability is the result of mandatory regulations under the Danish Act on Product Liability, Act no. 261 of 20 March 2007 and any subsequent amendments. Manufacturer shall not be liable for damage to property unless the property in question is of a nature which is ordinarily meant for non-commercial employment and is mainly employed accordingly by the claimant. Manufacturer shall not be liable for damage to the defective product itself or other larger products into which it might be incorporated.
2. Insofar as a third party claims product liability against one of the parties, that party shall immediately notify the other party of this claim. Buyer shall indemnify Manufacturer, insofar as Manufacturer is held liable for any loss for which Manufacturer is not liable.
Limitation of Liability
1. Subject to further limitations of liability in sections 8-10, compensation shall be paid only for direct, documented losses. Manufacturer shall not be liable for any indirect losses, consequential damages, etc., including e.g. Buyer’s operating loss or loss of profits. This limitation of liability shall not apply insofar as Manufacturer has demonstrated gross negligence.
Applicable Law and Competent Court
1. All contracts shall be governed by and construed in accordance with the laws of Denmark.
2. Any dispute arising out of or in connection with these Conditions of Sale or any contract between the Manufacturer and the Buyer, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
3. The place of arbitration shall be Copenhagen, Denmark, and the language of the procedures shall be Danish. However, either party shall be entitled to submit documentary evidence in either Danish or English.
4. Should individual conditions of this agreement be legally ineffective, the effectiveness of other conditions must be without prejudice. The ineffective conditions will be replaced with effective and feasible conditions according to the legal basis that comes closest to the economic intentions of the contracting parties.