The general terms of sales and delivery here in after apply to al quotations, sales and deliveries.
All quotations are subject to goods being unsold, cf. clause 3.If Seller gives a quotation without stipulation of a specific acceptance time, the quotation lapses if an acceptance has not reached Seller not later than 8 days after the date of the quotation.
3. AVAILABILITY OF GOODS
Until the Buyer’s acceptance has reached Seller, the Seller is entitled to enter into an agreement with a third party concerning the goods quoted with the result that the quotation to the Buyer lapses without further notice.
4.1 WILLBRANDT have a minimum order amount of 175,- Euro and 1.000 in DKK ex. Vat.
4.2 All prices are stated in Danish kroner or in Euro and exclusive of VAT. Until the date of delivery the Buyer is liable to accept price adjustments as a result from documented increased costs beyond Seller’s control in consequence of changes of the rates of exchange, duties, taxes, fees etc. related to the delivery in question.
4.3 In case of cut-off or customized deliveries, if any, the Buyer pays the surplus material.
4.4 If the goods sold are covered by a price list used by Seller, the pricing will be based on the price list valid on the date of delivery.
5.1 Payment must be effected not later than the date stipulated in the invoice as the last date of payment on time. If no such date is stated, payment shall be effected cash on delivery.
5.2 If delivery is postponed due to circumstances at the Buyer’s control (claimant’s default), the Buyer is – unless otherwise informed in writing by Seller – still liable to effect any payment to Seller as if delivery had taken place at the time agreed upon.
5.3 If the Buyer fails to pay by the date due, he is liable to pay penalty interest on the overdue amount at a rate of 2 per cent per month.
5.4 The Buyer is not entitled to set-off any counterclaims against Seller, which are not accepted in writing by Seller, and he has no right to retain any part of the purchase sum due to counterclaims whatsoever.
5.5 Full invoice amount must be received – payer`s bank charges may not be deducted from transferred amount. Seller is solely responsible for own bank charges. Buyer likewise.
6. RETENTION OF OWNERSHIP
6.1 With the limitations of mandatory legislation Seller retains the title to the sold goods until the entire purchase sum including expenses incurred has been paid in full.
6.2 In case of conversion or processing of the goods sold the ownership remains with Seller in such a way that it covers the converted or processed subject into an extent corresponding to the value represented by the goods sold on the date of sale.
7.1 Delivery is effected from Seller’s address whether Seller’s own staff delivers the goods sold to the Buyer or Seller – according to separate agreement with the Buyer – effects delivery via a third party.
7.2 The time of delivery may be an exact date or a specific time after the date of entering the agreement. It is a condition that all information necessary to execute the order on the date agreed upon is brought to Seller’s knowledge.
7.3 In case the order includes products not available from Seller’s stock on the ordering date Seller is liable to notify the Buyer immediately and to indicate the expected delivery date.
7.4 If delivery is not effected within the time of delivery stated, the Buyer is entitled only in written notice to Seller to claim delivery and stipulate a reasonable time-limit and hereby indicate that he intends to cancel the agreement if delivery is not effected before the date stated. If delivery is not effected within the stipulated day, the Buyer is entitled to cancel the agreement in writing to the Seller.
7.5 If the Buyer cancels the agreement acc. to clause 7.4, he is entitled to claim damages for the expenses incurred in connection with buying corresponding goods from another supplier. Beyond this the Buyer is not entitled to any kind of compensation whatsoever due to the delay. Seller has thus no responsibility for the delay – this applies to any loss caused by the delay including loss on operations, loss of earnings, and other financial losses.
7.6 If the delay is caused by circumstances on part of Seller as stated in clause 13.3, the time of delivery is prolonged by the period corresponding to the duration of the obstacle. However, both parties have exempt from responsibility the right to cancel the agreement if the obstacle has lasted for more than 3 months. The present stipulation applies no matter whether the cause of the delay occurs before or after the expiration of the time of delivery agreed upon.
7.7 As to individually produced goods and drop shipment sales direct from works a margin of +/-10 per cent of the specified quantity is reserved.
7.8 Calculation of weight, piece or length specification is made in accordance with usual practice.
8.1 All shipments made by Seller by truck are conditional on the place of unloading being accessible by passable road.
8.2 The Buyer is responsible for immediate unloading. Waiting time, if any, is for the Buyer’s account.
9.1 Packaging of the goods is for the Buyer’s account unless it is expressly stated that packaging is included in the price.
9.2 Return of packaging is accepted only according to separate agreement.
10. PRODUCT INFORMATION
10.1 Certificate is supplied only according to previous agreement. Seller inspects that the certificate includes the goods delivered, but he does not inspect the contents of the certificate.
10.2 Drawings, specifications etc. which have been delivered to the Buyer before entering into the agreement remain Seller’s property and must not be disclosed on without a written permission or misused.
10.3 The responsibility rests with the Buyer that the technical data and all material/products correspond to his actual needs/application.
10.4 If the product has not been ordered according to a Standard or a known quality description, it will be supplied in normal commercial quality without any liability for special quality requirements.
11. PRODUCT MODIFICATIONS
Seller retains the right to change the agreed specification if it can be carried out without inconvenience for the Buyer.
12. DEFICIENCIES AND CLAIMS
12.1 The Buyer must immediately upon receipt examine the goods sold as prescribed according to proper trade custom.
12.2 If the Buyer wants to claim a defect, he must immediately after the defect was or could have been detected by ordinary watchfullness inform Seller in writing and state the nature of the defect. If the Buyer has detected or should have detected the defect and does not submit a Claim as stated above, the claim cannot be set up at a later time. In case no defect exists subject to Sellers’s liability, Seller has a right to reimbursement of the labour and costs unnecessarily caused by the claim.
12.3 The remedy for a defect is at Seller’s discretion either repair or replacement of the goods sold. If the defect hereby is remedied, the Buyer has no claims based on the defect.
12.4 If repair or replacement according to clause 12.3 does not take place within reasonable time, the Buyer is in accordance with Danish Law and the present terms of sales and delivery entitled to cancel the agreement, claim reduction in the purchase price or claim compensation.
12.5 If within 12 month after the date of delivery, the Buyer has not submitted a notice of the defect to Seller he cannot claim compensation at a later time. If the goods sold are exposed to more intensive usage than agreed or could be foreseen when entering into the agreement, the 12 months period is shortened proportionally. For a period of 12 months Seller has the same liability for parts which have been replaced or repaired according to clause 12.3 as for the goods originally sold. However, for no part of the goods sold Seller’s deficiency liability can exceed 18 months after the original date of delivery.
12.6 Modification of or conversion in the goods sold without Seller’s written consent releases Seller from any obligation whatsoever.
13. LIMITATION OF LIABILITY IN CASE OF DELAYS OR DEFICIENCIES
13.1 Any claim for compensation or Claim for proportional reduction of the purchase sum against Seller cannot exceed the amount paid for the goods sold.
13.2 Seller is not liable for loss on operations, loss of earnings or other indirect losses caused by the agreement including indirect losses due to delays or deficiencies of the goods sold.
13.3 The following circumstances cause exemption from responsibility for Seller if they hinder the execution of the order or make the execution unreasonably burdensome: industrial conflicts or any other circumstance beyond the parties’ control such as fire, war, mobilization or unforeseen military call-ups to a corresponding extent, requisition, confiscation, currency restrictions, riots and civil commotion, lack of means of transport, common shortage of goods, restrictive measures of driving power as well as deficiencies in or delays of deliveries from subsuppliers and suppliers due to any of the circumstances stated in this clause. Circumstances as stated above which occured before the making of the quotation/entering of the agreement cause exemption for responsibility only if their effect on the fulfilment of the agreement was to be foreseen prior to that date.
13.4 Seller is liable to notify the Buyer immediately if such circumstances as stated in clause 13.3 occur.
14 . WARRANTY
If the manufacturer has drawn up a written warranty covering the goods it will be passed on to the Buyer only if it appears from the warranty that the liability rests solely with the manufacturer in relation to the Buyer’s/Buyers’ purchaser as claims for payment according to a warranty by the manufacturer can be set up only towards the manufacturer.
15 . RETURN OF GOODS
15.1 The goods sold can be returned only according to previous agreement in writing and goods returned must be in undamaged condition and in the original packaging. Fixed size material not returnable.
15.2 In cases based on a written return agreement the Buyer is credited with the goods returned according to the rules in force concering returned goods at Seller’s at the date of the returning.
15.3 In those cases where the Buyer is entitled to cancel the agreement or if the the goods sold are returned to Seller with replacement or repair of deficiencies in mind, the goods sold shall be returned to the Seller in orginal packaging and for the Buyer’s account and risk. If Seller is charged with shipping costs etc. Seller is entitled to claim compensation with the Buyer and to set off these in the Buyer’s claim against Seller, if any. After a completed repair or replacement the Buyer is for his own account and risk liable to collect the repaired or replaced subject at Seller’s premises.
15.4 Goods specially procured for the Buyer and not being Seller’s ordinary stock items cannot be returned.
16 . PRODUCT LIABILITY
As to product liability applicable law in force at any time in Denmark applies. If mandatory legislation does not state otherwise the Seller is not responsible for loss on operations, loss of earnings or other indirect loss.
17 . TRANSFER OF RIGHTS AND OBLIGATIONS
According to the agreement Seller is entitled to transfer all rights and obligations to a third part.
18 . DISPUTES
In case of any legal dispute between the parties, Danish Law shall apply.
General Conditions of Purchase
I. Contents of Contract and its Conclusion
These General Conditions of Purchase (“Conditions”) shall apply to all – present and future – orders of goods and services and their transactions. Conflicting conditions or any of the Supplier’s purchase conditions which differ from these Conditions will not be accepted unless otherwise specified in our contract with the Supplier. If we accept the goods without further objection, this may in no case be considered as our acceptance of Supplier’s conditions.
These general conditions of purchase shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 para. 1 Civil Law Code (BGB).
If, for a specific order, special conditions are agreed to which differ from these Conditions then these Conditions are subordinate and supplementary only.
The preparation of offers is for us at no charge and not binding.
The prices agreed to represent free house delivery to the receiving location, including freight, packaging and similar costs. In case of deliveries where we pay the cost, we shall take over only the most favourable freight costs unless we have specified a special type of shipment.
The following payment conditions apply if nothing else has been agreed to: we shall pay invoices either within 14 days with a 3 % cash discount or 30 days without deductions. If the payment conditions of the Supplier are more favourable for us then they apply.
Payment and cash discount periods begin with receipt of the invoice, not, however, before receipt of the goods or services nor before their acceptance and, so far as documentation or similar documents belong to the total package, not before they are given to us as specified in the contract.
Payments will take place by check or bank transfer. Payment is considered to be on time when the check is put in the mail or the transfer papers are given to the bank on the due date.
Our statutory rights regarding set-off and retention shall remain unaffected. 5. Interest may not be requested at the mere maturity of the debt. In any case, we are permitted to prove lower damages due to default than that requested by the Supplier.
IV. Delivery Deadlines
Delivery deadlines and dates are binding. The Supplier shall notify us immediately of imminent delays in delivery.
In case of delivery delays we have the right to claims as specified by law. In particular, after the fruitless expiration of an extension of time, we are authorized to request damages instead of the goods or services.
The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims (including any contractual penalties) to which we are entitled due to the delayed delivery or service; this applies until the complete payment of amounts owed by us for the delivery or service in question.
V. Retention of Title
The Supplier’s terms covering his retention of title shall apply subject to the condition that title to the goods shall pass to us on the date of payment for such goods. Consequently, the extended forms of the socalled current account retention (Kontokorrentvorbehalt) shall not apply.
The Supplier may claim return of the goods on the basis of his retention clause only if he has previously withdrawn from the contract.
VI. Execution of Deliveries and Transfer of Risk
The supplier carries the risk of accidental loss and accidental deterioration, even with prepaid and free house deliveries, until the goods have been handed over at the place of delivery.
Partial deliveries require our agreement.
Quantities exceeding or less than those ordered are permitted only within the usual trade conditions.
The Supplier carries the cost of packaging unless something else has been agreed to in writing. If we carry the cost of packaging in a specific case, this must be charged to us at the lowest cost possible. The requirements to take back packaging are according to the Packaging Regulation of 21.08.1998.
VII. Declarations of Origin
Where the Supplier makes a declaration in regard to the origin of the merchandise, the following terms shall apply:
The Supplier will allow verification through customs authorities and submit all necessary information as well as any required certification.
The Supplier shall compensate us for any damages and losses incurred to us, if and in so far as the competent authorities, due to any deficient certification or impossibility to verify, fail to acknowledge the declared origin, unless he proves that he is not responsible for such consequences.
VIII. Warranty Provisions and Statute of Limitations
The Supplier must supply us with goods free of physical and legal defects. The Supplier must take the responsibility that his deliveries and services are according to the recognized rules of technology and that the contractually agreed upon characteristics and standards as well as safety, workers’ protection and accident prevention and other laws have been followed.
We shall limit the incoming inspection to shipping damage that is apparent externally and to determining that the volume and the part numbers of the ordered goods are correct, at least according to the shipping papers. Discrepancies shall be reported without delay. The Supplier must adapt the quality management system and the quality assurance activities to this limited incoming inspection.
Notices of defects are in time if they are received by the Supplier within 10 working days. The deadline for the notice of defects begins as soon as we – or in case of direct deliveries, our customer – have or should have determined that there is a defect.
If the goods have a physical defect, we have legal rights of our choice. We can request from the Supplier the refund of the costs we have to carry in relation to our customer, when the defect was present at the time the risk was transferred to us. The Supplier shall have to refund any of our incurred costs of subsequent performance (sec. 439 para. 2 Civil Law Code), including costs for finding the defect and sorting costs.
In case of imminent danger we are entitled, after giving notice to the seller, to remedy the defects on the seller’s cost.
Our claims of defects shall be time-barred after 36 month of the passage of risk. The deadline begins with the timely submission of the notice of defects in the sense of the previous § 2. The responsibility of the Supplier for defects ends, however, ten years after delivery of the goods. This limitation does not apply insofar as our claims result from occurrences which the Supplier knew about or which he must have known and did not inform us about.
The Supplier transfers to us now – on account of fulfillment – all claims he has against his suppliers resulting from and in connection with deliveries of defective goods or those goods in which promised characteristics are missing. He will supply us with all documents necessary for us to assert those claims.
IX. Product Liability and Recall
In the event a product liability claim is asserted against us, the Supplier agrees to hold us harmless from such claims if and to the extent the damage was caused by a defect of the supplies or services. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties. If the cause of the damage falls within the area of responsibility of the Supplier, the Supplier shall have the burden of proof to that extent. In the above cases the Supplier assumes all costs and expenses, including the costs for any legal action or a recall campaign. In addition the legal stipulations shall apply. Further damages shall remain unaffected.
The Supplier shall maintain a product liability insurance with an adequate minimum insurance amount of € 5 million for each single occurrence of personal and property damage.
X. Tooling, Models, Drawings and other Documents
Materials, special packaging, tooling, models, drawings and other documents supplied by or prepared for us remain our property and may only be used to perform our orders. They may not be given to third parties without our approval and must be retained until further notice, at a maximum two years after their last usage, in an orderly condition and then returned to us.
The production of, as well as the working on or processing of such tools, models, drawings and other documents which the supplier undertakes are for us as manufacturer, with the result that we acquire title to them.
XI. Place of Performance, Jurisdiction, Applicable Law
Unless otherwise agreed to, our warehouse shall be the place of performance for the delivery.
Our principal office shall be the place of jurisdiction. We may, however, sue the Supplier at his place of jurisdiction or at the court which is competent for our branch office with which the contract in question has been concluded.
All legal relationships between ourselves and the Supplier shall be governed by the laws of the Federal Republic of Germany supplementing these Conditions, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
XII. Applicable Version
In cases of doubt, the German version of these General Conditions of Purchase shall prevail.