1.1 All deliveries from Stål & Plast A/S are subject to these sales and delivery conditions to the extent they are not expressly waived or modified by any written agreement.
Special purchase conditions or specific requirements for the purchase from the buyer’s side, stated for example in the buyer’s purchase order or in the buyer’s general purchase conditions, tender documents, etc. are not binding on Stål & Plast A/S, unless Stål & Plast A/S has agreed to this explicitly in writing.
2.1 Agreements between the buyer and Stål & Plast A/S shall first be considered concluded when the agreement is confirmed in writing by Stål & Plast A/S (e.g. by confirmation of order). If there is any discrepancy between the order confirmation and the purchase order or consent order, it is the confirmation which is valid. Stål & Plast A/S reserves the right to prior sale.
2.2 Technical information, guidelines such as product information, illustrations, drawings and information on technical data (e.g. volume, weight, performance) and similar brochures, PowerPoint presentations, the home pages of Stål & Plast A/S, etc. are indicative only. Stål & Plast A/S’s information is binding only when a separate written warranty is issued for this as part of the agreement.
2.3 The buyer is fully responsible for the selection of the product, including that the buyer can achieve the expected results and functionality, dimensions, and that the product can function in the intended environment.
2.4 Upon approval of drawings, the purchaser accepts responsibility and risk that the item produced is in design and structure, suitable for the use or purpose which the buyer intends.
3. Terms of payment and retention of title
3.1 Unless otherwise agreed, the purchase price is payable on the due date specified in the invoice.
3.2 In the absence of timely payment, interest will be charged from the due date, see section 3.1, which states that this will always be the amount owed with interest at 1.5% per month commenced.
3.3 The buyer cannot make deductions to the purchase price for demands from other legal relationships, and the buyer can not exercise liens or refuse payment on grounds of delay, complaint or counterclaim for the actual delivery.
3.4 If the buyer fails to comply with payment obligations to Stål & Plast A/S, Stål & Plast A/S reserves the right to withhold further deliveries, including withholding supplies which are already surrendered to the carrier until full payment of all outstanding claims have been made. Any costs incurred for the withholding of supplies which have been released to carrier, is the buyer’s risk and expense.
3.5 Stål & Plast A/S reserves the right of ownership to the goods sold until the price plus any interest and costs are paid.
4.1 Delivery occurs ex works Stål & Plast A/S, DK-5750 Ringe, unless otherwise agreed in writing in individual cases. If, as a result of the buyer’s conditions not being met, the delivery cannot be fulfilled, it will be kept at Stål & Plast A/S at the buyers risk and expense. Stål & Plast A/S is entitled to charge warehouse rental, costs etc.
4.2 Any delivery time announced by Stål & Plast A/S is an estimate and thus not binding for Stål & Plast A/S, unless an explicitly agreed delivery time is fixed for the entire service or sub-elements of this.
4.3 If there is an expressly agreed fixed delivery time, Stål & Plast A/S is entitled to extend this by 10 working days from the expiry of the fixed delivery time. If Stål & Plast A/S exceeds the prolonged delivery time, the buyer is entitled to the agreed penalty from the expiry of the extended delivery time. The agreed penalty is 0.5% calculated for the portion of the agreed purchase price, which covers the service being covered by the delay for each complete week of delay. Damages shall not exceed 5% of the agreed purchase price for the delayed service. If Stål & Plast A/S exceeds the extended delivery time by more than 45 working days the buyer is entitled to terminate the agreement.
4.4 If the buyer selects to terminate the agreement, the buyer only a right to recover any fees already paid for the delayed service, but not charges relating to other benefits. The buyer may not make other breach of contract remedies applicable in respect of the delay occurred and is thus precluded from claiming damages of any kind.
5.1 All delivery is made at the prices prevailing at the time of delivery, and as shown by price lists, order confirmations, etc., from Stål & Plast A/S. Offers and prices stated in the order confirmation are excluding VAT and other associated costs for delivery (public taxes, duties, fees, etc.).
5.2 Stål & Plast A/S reserves the right to change prices as a result of exceptional increases in raw materials and electricity, with 14 days notice.
6. Return of goods
6.1 Returned goods are received only by prior arrangement (goods costing less than DKK 1000, are non returnable). Standard stock items are accepted for return without deduction of value if they are delivered completely unused and in clean condition, and against the buyer paying return freight. Shipping risk is borne by the buyer. Products produced to specific sizes and/or with special properties, ordered by the buyer are not returnable. Any repacking or repackaging of returned goods is at the buyer’s expense.
7. Complaints and defects in the goods
7.1 The buyer is obliged to immediately upon receipt of a delivery to inspect the goods and to check for any deficiencies. Transportation damage and claims must immediately be charged to the carrier upon receipt by noting this in the freight papers and immediately sending a copy to Stål & Plast A/S. Concealed shipping damage must be claimed no later than 5 working days from receipt. Hereafter Stål & Plast A/S will not be responsible for any transport damage which is claimed later.
7.2 Stål & Plast A/S will be responsible solely for original errors and deficiencies. If the buyer claims original errors and deficiencies the buyer must immediately, and within 5 working days of receipt, file a complaint in writing to Stål & Plast A/S, with specification of the deficiencies claimed. If complaints are not filed on time, the right to challenge deficiencies is considered to have lapsed.
7.3 If the goods are transported by the purchaser to a third party and any deficiencies are found, Stål & Plast A/S will only be responsible for any possible re-delivery to/from the address provided.
7.4 The responsibility of Stål & Plast A/S for errors and deficiencies is always and in every case limited to undertaking to remedy the deficiency, re-delivering or offering the buyer one of the fixed proportional reductions in the agreed purchase price. The buyer may not apply other solutions to resolve any deficiencies. It turns out that there is no error and deficiency which can be invoked against Stål & Plast A/S, Stål & Plast A/S has the right to claim equitable remuneration for the work performed or any extra delivery/deliveries that are made.
8. Product Liability
8.1 In relation to product liability, Stål & Plast A/S is liable under the provisions of the Product Liability Act, which cannot be deviated from by agreement. Stål & Plast A/S disclaims responsibility for product damage on any other basis. The amount for product liability cannot exceed coverage by Stål & Plast A/S’s product liability insurance. The buyer is obliged without undue delay to inform Stål & Plast A/S in writing, if there has been any product liability damage, or that there is a likelihood that such damage will occur. To the extent Stål & Plast A/S may be assigned liability to third parties, the buyer is obliged to hold Stål & Plast A/S indemnified to the same extent as Stål & Plast A/S’s liability is limited under this section
9. Limited liability
9.1 Stål & Plast A/S is not liable, on whatever grounds the claim is made and regardless of the degree of negligence, for indirect or consequential damages such as loss of profits, loss of goodwill, loss of anticipated savings, etc. Stål & Plast A/S’s liability for any loss or damage is limited in amount to the amount the buyer has paid for the service (or lack thereof) on which the claim is based. Regardless of the scope of the fee for the service, Stål & Plast A/S’s total liability in amount will be a maximum of DKK 1,000,000. For product liability, however, a maximum equivalent to the coverage of product liability applies, see section 8.1.
10. Force majeure
10.1 Stål & Plast A/S is not liable to the buyer after the conclusion of the contract when the following circumstances occur, which prevent or delay the fulfilment of the agreement: War and mobilization, riot and civil commotion, terrorist activities, natural disasters, strikes and lockouts, shortages and deficiencies or delays in deliveries from subcontractors, fire, lack of transportation options, currency restrictions, im- port and export restrictions, death, illness or resignation of key personnel or other circumstances over which Stål & Plast A/S have no direct control. In such an event, Stål & Plast A/S is entitled to defer delivery until the hindrance to compliance has ceased or alternatively to freely cancel the agreement in whole or in part free from damages.
11.1 The Buyer is obliged to comply with the then-current regulations concerning export controls and are thus obligated to obtain all necessary permits according to Danish or the legislation of any other affected country. The buyer is obliged to refrain from the supply/export of services/products to companies/individuals who, under U.S. export regulations, to whom delivery is prohibited (Table of Denial Orders/U.S. denied Persons List, etc.).
11.2 For export of ex-works deliveries it is sole responsibility of the buyer to secure all necessary transport documents, statements, etc. which may be required by the importing country.
12.1 Should it be proved that one or more provisions of these terms is or becomes invalid, the conditions remain valid between the parties. The parties in this case are obliged to replace the invalid provision(s) with what will be valid, to the extent that it is possible to pursue the purpose and legal status under the invalid provision(s).
13.1 Any controversy or dispute between the parties concerning the understanding or extent of these sales and delivery terms shall be settled in Denmark by the general courts under Danish law. The applicable law is Danish, and the legal language is Danish. The buyer is obliged submit to being summoned to the court which deals with compensation claims raised by third parties against Stål & Plast A/S concerning product liability.