Sales and delevery terms

1. APPLICATION

1.1
The following terms of sale and delivery apply to all deliveries from Scandomestic A/S (hereinafter “the Company”) to the customer (hereinafter “the Buyer”), unless otherwise expressly agreed.

2. PRODUCTS, SPARE PARTS AND SERVICES

2.1
Products and spare parts sold and supplied by the Company are new and comply with Danish law at the time of delivery. Products and spare parts sold and supplied by the Company are intended for use in Denmark. The Company shall not be liable for any loss or damage attributable to use outside Denmark.

3.  OFFER AND ACCEPTANCE

3.1
Offers from the Company must be in writing. All offers are non-binding and subject to subsequent acceptance in the form of an order confirmation.

3.2
Orders can only be changed or cancelled upon prior written acceptance by the Company. Any costs in this regard are to be paid by the Buyer.

3.3
The Company reserves the right to cancel orders relating to discontinued goods. This will not entitle the Buyer to claim compensation from the Company.

4. PRICES

4.1
Prices quoted are based on the Company’s current price list at the time the Company confirms the Buyer’s order. All prices are stated exclusive of VAT. The Company reserves the right to adjust accepted prices in the event of changes in exchange rates, price increases of raw materials and finished goods, general increases in freight rates or taxes and charges beyond the Company’s control.

5. PAYMENT

5.1
Payment is to be made according to agreed terms of payment. In case of late payment, interests will accrue from the due date at the rate of 2% for each month or part thereof.

5.2
If the Buyer breaches the terms of payment, the Company is entitled to suspend its fulfillment of all other orders placed by the Buyer. If the arrears are not paid within a further short period stipulated by the Company, the Company is entitled to cancel all agreements entered into with the Buyer.

5.3
The Buyer is not entitled to withhold any part of the invoiced amount or to effect set-off against any part of the invoiced amount, unless the Company has agreed in writing.

5.4
The Company reserves the right to demand a guarantee for payment or payment prior to delivery.

6. DELIVERY AND DELIVERY TIME

6.1
The place of delivery is to be specifically agreed for each order.;

6.2
If a delivery time has been set, delivery 2 weeks before and after the agreed time is considered timely delivery.

7. RETENTION OF TITLE, LIEN

7.1
The goods sold shall remain the property of the Company until payment has been made.

7.2
The Company also reserves the right to exercise a lien over goods during delivery in the event that restructuring or bankruptcy proceedings are instituted against the Buyer or in case of other anticipated default.

8. FORCE MAJEURE

8.1
In case of force majeure which includes strike, lockout, fire, major disruptions, state of war, import and export prohibition, seizure, measures taken by authorities, breakdowns and wrecks, delays in transport, non-delivery or incorrect supply from sub-suppliers, shortage of raw materials or energy or other events beyond the Company’s control, the Company is entitled to postpone or cancel the execution of an order. In the event of postponed execution or cancellation, the Buyer cannot claim damages or raise any other claim against the Company.

9. COMPLAINT, LIMITATION AND RETURN

9.1
The Buyer is obliged to inspect delivered goods immediately upon receipt and is obliged, upon receipt, to check for visible transport damage. The Buyer can only raise a claim for visible transport damage if a note is made of such damage on the delivery note in connection with acknowledgement of receipt.

9.2
Complaints must be made in writing and for visible defects as well as for defects that should have been discovered at the Buyer’s examination of the goods, cf. clause 9.1, within 8 days from the delivery date. Otherwise, the complaint cannot be taken into account.

9.3
Furthermore, the Company’s liability for defects, cf. clauses 10.2 and 10.3 below, will lapse if the Company has not received a complaint from the Buyer within 1 year of delivery of the goods.

9.4
Goods can only be returned subject to prior acceptance by the Company. Returned goods must be properly packaged. The Company will not be liable for any damage in connection with the return of goods. A return fee must be expected in connection with the return of goods.

10. LIABILITY

10.1
In the event of delay attributable to the Company, the Company shall be liable for the Buyer’s verified loss resulting from the delay in accordance with the general rules of Danish law. However, no compensation shall be paid for the Buyer’s business interruption, loss of profit or other indirect loss, if any, including any loss resulting from the Buyer’s legal relationship with third parties; moreover, compensation for delayed goods can never exceed the agreed purchase price of the delayed goods.

10.2
In the event of defects in the delivered goods for which a claim can be raised against the Company, the Company is entitled to make a repair or replacement at its own option, if such repair or replacement is made within 30 days after the Buyer has made a timely written complaint to the Company of the defect in question in such a way that the Company has the opportunity to decide whether the Company wants to repair or replace.  If the Buyer has taken the goods delivered outside Denmark, the Buyer is obliged to either transport the goods delivered back to Denmark at its own expense or to pay all the Company’s extra costs of repair outside Denmark. If the Company repairs or replaces the defective product, the Buyer is not entitled to raise any further claims against the Company due to the established defects. If the Company does not repair or replace, the Company is obliged to pay compensation according to the general rules of Danish law. However, no compensation will be paid for the Buyer’s business interruption, loss of profit or other indirect loss, including any loss resulting from Buyer’s legal relationship with third parties, including e.g. consequential damage as a result of a defective product; moreover, compensation is limited to an amount equal to the costs of repairing the defect in the product delivered, which amount can never exceed the agreed purchase price.

10.3
No claims can be raised against the Company for losses, expenses or costs resulting from the fact that the Company’s product has been combined with or incorporated into other products by the Buyer or subsequent acquirers.

10.4
The Company disclaims any product liability that does not follow from the mandatory statutory provisions of the Danish Product Liability Act. In particular, it is emphasized that the Company is not liable for any business interruption, loss of profit or other indirect losses, including losses arising from the Buyer’s legal relationship with third parties, including e.g. consequential damage as the result of a defective product. To the extent that the Company may be held liable to third parties for product liability, the Buyer is obliged to indemnify the Company to the same extent as the Company’s liability is limited in accordance with the above. The Buyer is obliged to let itself be sued before the same court of law hearing the product liability case against the Company.

11.PRODUCT INFORMATION

11.1
All technical specifications and illustrations etc. in brochures, guides, etc. are indicative, and the Company cannot be held liable for any errors therein.

12.ARBITRATION AND APPLICABLE LAW

12.1
Any dispute which may arise in connection with these terms of sale and delivery and which may otherwise arise between the Buyer and the Company, including disputes concerning the existence or validity of agreements, shall be settled by arbitration at the Danish Institute of Arbitration, Kronprinsessegade 28, 3. sal, 1306 Copenhagen K in accordance with the rules adopted by the Institute which apply at the commencement of arbitration proceedings. Danish law, with the exception of the Danish conflict of law rules, applies to any dispute between the Buyer and the Company.