Sales and delivery terms for Vidropack ApS
The present "Terms of Sale and Delivery" apply to the extent that they are not waived by written agreement between the parties.
"Product", "Delivery" or "Delivered" means any product or service offered for sale or sold by Vidropack.
Where Vidropack acts alone as an agent, there are no obligations whatsoever for Vidropacki in relation to the Buyer of the principal's products.Vidropack has no legal relationship with the Buyer and can not be held liable for late or inadequate deliveries.
II. DESCRIPTIONS AND TESTS M.V.
All specifications and information about price, dimensions, weight, performance, properties, composition, prescriptions, technical and other data listed in catalogs, product sheets (data sheets), websites, advertisements and price lists or the like are approximate and only indicative. Such information, which may be amended by Vidropack at any time and without notice, is therefore binding only in so far as this is expressly agreed upon in the purchase agreement.
If design, specifications and recipes, etc. For a Vidropack product sold must be changed before delivery, Vidropack is entitled to deliver the product with the design, specifications and receipts now applicable, provided that the item - after an objective assessment - has not been impaired.
The buyer must, at his own expense, arrange for the acquisition of all regulatory approvals, which also applies, although Vidropack, in agreement with each other, must assist the Buyer in this case. If Vidropack can not legally market the product without prior authorization, Vidropack provides for its collection and sends the approval to Buyer as soon as this is possible for Vidropack.
All samples delivered by Vidropack are considered type tests so that Vidropack is not responsible for whether the goods delivered correspond to the samples, unless expressly agreed upon in the purchase agreement. In addition, for the tests, see item II.1.
III. DELIVERY CONDITIONS M.V.
Unless otherwise stated in Vidropack offers, this is binding for 8 days from the offer date. However, middle sales are always reserved. If the delivery date stated in Vidropack is more than 2 months after the date of the offer, the offer price will be free of charge in any respect and will later be increased.
All in Vidropack's written material, including in order confirmation and quotations, quoted prices are excl. VAT, customs duties and any other state tax, unless otherwise agreed individually.
All quotations or order confirmation quoted in Vidropack are based on the exchange rates quoted by Vidropack. In case of currency changes, etc. Vidropack reserves the right to increase the price if the price on the day of payment changes more than 2.5% compared to the first rate.
The place of delivery is Vidropack's address in Denmark, unless otherwise agreed individually.
Additional expenses incurred in the event of non-agreed part-delivery, desired by Buyer, shall be borne by this.
The buyer is not allowed to return deliveries from Vidropack to this.
The Vidropack used sales clauses correspond to Incoterms 2010.
Unless otherwise agreed, the prices stated in offers and agreements include the cost of such packaging or other protection which is required for shipping in Denmark under normal transport conditions in order to prevent damage or deterioration of delivery until it reaches the place specified in the agreement.
If the Buyer may wish for a packaging other than that mentioned in Section V.1, the Purchaser will be invoiced for all costs.
A delivery agreement stipulated in the purchase agreement is calculated from the latest of the following times:
(a) the date of the conclusion of the agreement;
b) the day when Vidropack receives a security or payment agreed upon in the agreement to be delivered prior to delivery
c) the date on which Vidropack's Buyer has received all the information required for the delivery.
If the Buyer fails to fulfill his duty to provide security or his obligation to pay, fail to provide the information required for the performance, change the order or otherwise delay the delivery or its execution, Vidropack is entitled to increase delivery time to the extent that as appropriate, be deemed reasonable or to cancel the purchase agreement, since - in the latter case - Vidropack is entitled to compensation under Danish law's general rules.
The delivery time is also extended by the time required for Vidropack and its subcontractors if this or these prior to or after the conclusion of the purchase agreement are prevented, in whole or in part, in their timely fulfillment as a result of labor disputes and any other circumstances such as government intervention or measures, fire , war, mobilization or unforeseen military calls of equivalent magnitude, requisition, seizure, currency restrictions, import restrictions, insurgency or unrest, lack of means of transport, general product disability, disposal of major works, and restrictions on power and, even if this is due to circumstances mentioned above - in case of lack of labor, shutdown or difficulties in obtaining materials or other goods and the like at Vidropack's suppliers or subcontractors, are missing from deliveries from Vidropack's suppliers or subcontractors doors or delays with such deliveries, provided that the above mentioned conditions can not be Vidropack charged and Vidropack was not known when the agreement with the Buyer was concluded.
If delivery time is exceeded due to such circumstances as mentioned in point VI.2 over 3 months, Vidropack is entitled to cancel the agreement. Vidropack may also demand compensation - whether the agreement is lifted or maintained - according to Danish law.
If Vidropack exceeds the delivery period by more than 3 months - without such circumstances as mentioned in section VI.3 - Buyer is entitled to cancel the agreement when Vidropack, in spite of a written request after the expiration of the said 3 months, does not deliver within a reasonable deadline. Whether the Buyer raises or maintains the agreement, he is not entitled to compensation, either for direct or indirect loss.
If Vidropack postpones delivery time by more than 3 months due to such circumstances as mentioned in section VI.3, both parties have the right to lift the deal and, in addition, may not demand any compensation from either party for direct or indirect loss .
The right of ownership of the supplied with all accessories remains with Vidropack or the person to whom he has transported his right until the entire purchase price with interest and costs is unduly paid to Vidropack or to whom he has transported his right, to the extent that such proprietary Moreover, legally can be taken.
As long as the reservation is made, the following applies:
a) The buyer is without the consent of Vidropack unlawful to pledge, cancel or otherwise dispose of the delivered.
b) The buyer is obliged to deal with it carefully and keep it in good condition, with which Vidropack is entitled at any time to make sure.
c) If the Buyer changes residence, he shall promptly and in writing inform Vidropack thereof.
d) The purchaser is from the delivery until the final transfer of ownership, obliged to keep it delivered with all accessories insured against damage caused by fire, water, theft, vandalism, damage or loss, including during transportation etc. for any amount to any time covers the value in trade and vandel, however, at least equivalent to Vidropack's receivable at all times.
Unless otherwise agreed individually, Vidropack's payment terms are cash against delivery of the delivery to Buyer. Any subsequent payment is considered late payment.
Directions, checks and bills are not considered as payment until full redemption has taken place.
At any late payment - also by default - Vidroack is entitled to set off interest on interest from the invoice date with the interest rate stipulated by the Interest Act for this purpose.
If the Buyer fails to receive deliverables on the agreed day, he is bound to pay any delivery conditional payment as if delivery had taken place. Vidropack must ensure that the delivery is kept for the Buyer's account and risk. At the Buyer's written request, Vidropack shall insure the delivery of the Buyer's bill.
Buyer is not entitled to any set-off or detention, including to withhold any part of the purchase price for security to fulfill any obligation under paragraph IX. A delay with an insignificant part of the delivery does not warrant the Buyer for failure to pay full payment under the agreements made.
All outstanding debts at any time with possible interest and costs etc. are immediately due for damages if the Buyer breaches any Buyer under these "Terms of Sale and Delivery" or, if the Buyer stops its payments, initiates negotiations on the agreement , moratorium or other ordinary creditor arrangement or filing bankruptcy proceedings or declaring bankruptcy or if the Buyer becomes unavailable or resigned or if the Buyer's relationship is otherwise - or whatever the reason for it - is such that there is a nearby possibility that Vidropack will not receive the agreed collateral or payments for the agreed maturities.
If, within 12 months of delivery, defects are found due to defects in material or fabrication on delivered goods, Vidropack undertakes - either in Vidropack's sole discretion - either to make a relative discount on the purchase price or as soon as possible, possibly at Vidropack or at its supplier's factory for the Buyer to remedy this shortcoming - in Vidropack's exclusive choice - either delivering a new component, making repairs or reassigning.
In addition to the right to proportionate refusal where Vidropack chooses this or the said right of remedy, the Buyer has no other claims or default on the grounds of the circumstances mentioned in Section IX.1. Thus, the buyer can initially raise the trade, demand a relative refusal or compensation for neither direct nor indirect loss as a result of defects in the delivered product. Vidropack is not liable for operating losses, loss of profits or other indirect losses.
Vidropack's duty to grant a relative refusal or remedy includes only defects arising under the terms and conditions of the agreement and for proper assembly and use, and thus does not include defects due to incorrect or inappropriate use, overload, fire, overheating, frost, lightning or the consequences thereof, inadequate maintenance, water and moisture damage, eg. in connection with cleaning, improper placement or alteration, interference, normal wear and tear or deterioration, natural disasters and deficiencies that may be attributed to other causes beyond Vidropack's control or, incidentally, attributable to circumstances that can not reasonably be overridden . Furthermore, Vidropack's obligation to terminate the prohibition and remedies is void if the Buyer fails to fulfill its obligations, including duty to timely payment.
The buyer shall immediately inform Vidropack in writing of any defect which the Buyer will claim against Vidropack. If the complaint is not received by Vidropack within 14 days from the time when Buyer was able to establish the defect, all of the Buyer's defective powers and any liability at all for Vidropack are forfeited.
If, for practical reasons, for reasonable reasons, it will not be reasonable to demand the delivered returned to Vidropack for remediation thereof, remediation will take place at the place of use.
For that of Vidropack pursuant to the remedial access provided, the original remedy period applies, regardless of when the remediation takes place.
For personal injuries, the general rules of Danish law apply.
For injury, the following applies:
(a) To the extent that this may be legally approved, the restrictions on product liability for Vidropack, listed here in Section X.2, apply. If one or more of the above restrictions can not be legally approved, this does not affect the validity of the other provisions. If one or more of the restrictions are excessive to Vidropack's advantage, but could be validly adopted with a lesser content, then the restriction in question must be reduced to what could be validly adopted.
b) Vidropack is - within 12 months of the actual delivery date - responsible for the damage that is proved to cause the goods delivered to a Buyer's property if the Buyer documents that the damage is due to gross negligence committed by Vidropack. Vidropack's total liability in the 12-month period can never exceed the item's invoice price.
c) Vidorpack is never liable for operating losses, loss of profits or other indirect losses.
To the extent that Vidropack should be held liable, including in connection with the use which the Buyer or its potential customers may have from the product (s) - including in the case of resale - the Buyer is obliged to indemnify Vidropack for any responsibility as may be imposed on it.
The buyer is always obliged to sue in the same court, which is claiming damages against Vidropack.
If Vidropack - whether or not it is paid for separately - the Buyer provides technical or other advice, guidance or service, and regardless of its nature, Vidropack is not responsible for any such advice, guidance and service and for any consequence.
The foregoing is also applicable in the case of advice, guidance and service, eg.in terms of malfunction, malfunction or defects, and Buyer as a consequence at Vidropack or third party allows to make purchases and assembly of other products, spare parts, equipment and / or accessories or to undertake specific repair work.
Vidropack is entitled to assign all rights under this agreement to third parties, whether for proprietary or for security purposes.
Vidropack is not aware that Vidropack / the item sold at the sale to the Buyer infringes a third party's patent, trademark, pattern, utility model or other rights, but Vidropack is not responsible for any failure or failure to do so. is assumed to be available at the Buyer's purchase or resale of the item sold or the use that the Buyer or its customers will make. Should Vidropack be held liable for such an infringement, the Buyer is obliged immediately to enforce Vidropack for any consequence, including all costs incurred.
The terms of this "Sales and Delivery Terms" apply to any sale from Vidropack. This also applies even if, during the purchase negotiations or in the Purchaser's tender documents or in the Buyer's confirmation of the purchase against Vidropack, the Purchaser has stated other terms for the purchase, as all such terms are deemed to be forfeited by Vidropack's final accession to the purchase, unless Seller expressly reproduces the individual The terms and conditions of the buyer, which impose on Vidropack different or otherwise formulated terms, which in this case make Vidropack inferior to those stated in the present "Terms and Conditions of Sale".
Any errors, including typing and typing errors in Vidropack's written material, including correspondence, order confirmations, invoices and the material referred to in item II.1, are not binding on Vidropack and may not be invoked against this.
Regardless of the terms of the purchase agreement:
(a) Minor discrepancies with regard to material, color or the like do not entitle the Buyer to claim against Vidropack, as does the Purchaser also no claim as to the fact that the item or its packaging - e.g. during handling at Vidropack or during transport - may have been scratched, scratches, bumps or the like.
b) Vidropack is not responsible for whether it purchased - regardless of the type of goods involved - is suitable for the use the Buyer intends to do, including whether purchased may be incorporated into or used with machines or in it all other goods, products, installations or technical equipment not derived from Vidropack, unless otherwise individually guaranteed by Vidropack in the purchase agreement.
c) Unless Vidropack individually has made a separate statement that the goods covered by the delivery will be original products, Vidropack is entitled to comply with the purchase agreement upon delivery of non-original products that are equivalent. The part number in Vidropack's written material serves as an internal identification for Vidropack.
All disputes relating to the purchase agreement and to this attached provisions, as well as disputes concerning the above-mentioned or fluent legal relationship with that arising, shall be settled in Vidropack's election either at the Maritime and Commercial Court in Copenhagen or at Vidropack's venue.
Vidropacker, however, is entitled to always bring an action at the buyer's ordinary venue.
Alone Danish law applies, not the rules of the International Purchasing Act, CISG.