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    Terms and conditions

     

    1. Application
    These Terms of Sale and Delivery shall apply to all agreements entered into between the buyer and Carsten Holm A/S (hereinafter referred to as CH A/S).
    These Terms of Sale and Delivery shall take precedence over any of the buyer’s standard terms or general terms and conditions of business unless such terms and conditions have been approved and accepted in writing by CH A/S.

    2. Prices
    Prices stated in price lists and quotations made by CH A/S are as a general rule in DKK, exclusive of VAT and other taxes, and EXW, cf. Incoterms® 2020, unless otherwise specifically agreed. Quotations shall be valid for 20 (twenty) days unless otherwise specifically agreed and confirmed in writing.


    3. Delivery
    The risk of the accidental destruction of the goods shall pass to the buyer upon delivery. If the goods are handed over by CH A/S to an independent carrier, the risk shall, however, pass at this time. Section 11 of the Danish Sale of Goods Act is thus dispensed with in the relationship between the buyer and CH A/S. In the latter case, the buyer shall, immediately upon receipt of the goods, examine them with respect to quantity and type and as to whether they have been damaged during transport. In the event of the goods being damaged upon receipt, the buyer shall inform the carrier accordingly and provide the waybill with an endorsement to this effect. The buyer shall furthermore complain immediately to CH A/S if the delivered goods are not in conformity with the order confirmation

    4. Delay
    Should parts of the delivery or the entire delivery be delayed, CH A/S shall not be liable to pay damages unless it can be established that the delay is solely due to errors or omissions on the part of CH A/S, and if the buyer can demonstrate that the buyer has suffered a specific loss. Production loss or consequential damage cannot be included in the statement of loss.
    Any claims for damages shall be submitted in writing by the buyer to CH A/S immediately after the expiry of the agreed delivery time. However, any claims for damages shall not exceed 5% of the invoice value of the delayed delivery, exclusive of VAT and any other taxes. Apart from the above, the buyer shall not be entitled to claim any other compensation or damages due to delayed delivery.

    5. Terms of payment
    Unless otherwise stated in the order confirmation or invoice, the buyer shall, within 30 days from the dispatch of the goods and the date of the invoice, pay the price stated in the invoice. In order to be valid, an agreement to extend the credit time shall be accepted in writing by CH A/S.

    In the event of circumstances at the buyer preventing delivery from taking place as agreed, CH A/S shall be entitled to invoice the buyer as if the delivery time had been observed. Set-off shall only be allowed in respect of claims which have been accepted by CH A/S in writing.

    Should the buyer fail to pay on time, CH A/S shall be entitled, from the date of the invoice, to charge default interest of 2.0% per month or part thereof plus fees.

    6. Ownership reservation
    CH A/S reserves the right of ownership of the goods sold until payment has been made in full.

    7. Returned goods
    Delivered goods shall only be returned after prior agreement with CH A/S.
    Only standard products shall be returned and only after prior agreement. Customer-specific components and/or special products delivered or manufactured at the buyer's request shall not be accepted for return.

    In the event that CH A/S agrees to take back delivered goods, CH A/S shall, unless otherwise agreed, issue a credit note deducting freight costs as well as a return fee of at least 20% of the invoiced net amount of the goods.

    Returned goods shall be unused, undamaged and in original packaging.

    8. Complaint
    Duty of inspection; the buyer shall immediately upon receipt thoroughly inspect the delivery to ensure that the goods are free from defects and have been delivered according to agreement.

    Complaints about defects or other visible errors shall be made in writing to CH A/S within 8 days from receipt of the goods.

    Should the buyer fail to give written notice in accordance with the above deadline, the buyer shall not at a later time be entitled to bring a claim based on defects or a claim for damages against CH A/S. 

    If the buyer fails to make a complaint in writing within 12 months from the time of delivery (date of invoice), the buyer shall in every respect be prevented from making any claims based on defects, any claims for damages or any warranty claims or from exercising any other remedies.

    9. Supplier warranty
    In the event of the supplier of CH A/S providing extended warranties to the buyer, these shall not be asserted against CH A/S.

    CH A/S shall not be bound by any such aforementioned warranties as it is only a case of a supplier warranty being passed on. No claims of any kind shall be made against CH A/S on the basis of such warranties.

    10. Liability for defects
    CH A/S shall not be liable for the goods delivered being fit for the buyer's intended purpose. CH A/S shall be under an obligation to remedy defects caused by construction and manufacturing defects and defects in material free of charge within 1 year (12 months) from the date when the purchased goods were delivered (date of invoice).
    Any goods which have been repaired or replaced shall be covered by the same obligation to remedy defects on the part of CH A/S as the original delivery for a period of 6 months, however at least until the expiry of the defects liability period applying to the original delivery.

    CH A/S shall not be liable for any defects caused by abnormal wear and tear, overload, faulty maintenance, incorrect use, incorrect operation, incorrect installations, faulty repairs which are not caused by defects in construction or materials used.

    CH A/S shall not be liable for any operating loss, loss of earnings and other indirect loss caused by the above defects.

    11. Liability for damage caused by the delivery (product liability)
    CH A/S shall only be liable for personal injuries if it can be proven that the injury is caused by errors or omissions made by CH A/S or others for whom CH A/S is responsible.

    CH A/S shall not be liable for any damage to real property or movables occurring while the delivery is in the possession of the buyer. Nor shall CH A/S be liable for any damage to products manufactured by the buyer or to products of which these products form a part. CH A/S shall otherwise be liable for damage to real property and movables on the same terms and conditions as apply to personal injuries. CH A/S shall not be liable for any operating loss, loss of earnings or any other indirect loss.

    Insofar as CH A/S incurs product liability towards a third party, the buyer shall be obliged to indemnify CH A/S to the same extent as the liability of CH A/S is limited pursuant to the three preceding paragraphs. Such limitations of the liability of CH A/S shall not apply in case of gross negligence on the part of CH A/S. Should a third party file a claim for damages against one of the parties under this clause, the party concerned shall immediately inform the other party thereof. CH A/S and the buyer shall be under a mutual obligation to let legal proceedings be instituted against them in the same court of law or arbitration tribunal entrusted with the hearing of claims for damages raised against either party on the basis of any injury or damage allegedly caused by the delivery.

    12. Exemption from liability (Force Majeure)
    CH A/S shall be exempt from liability if events occur that prevent or make the performance of the agreement unreasonably onerous (Force Majeure).

    13. Extent of liability to pay damages
    If one of the parties is to pay damages to the other party, such damages shall only cover such damage as the party in breach could reasonably have foreseen at the conclusion of the agreement, and indirect damage shall only be covered in the circumstances outlined above.

    The party claiming breach of agreement is obliged to take all necessary measures to limit any damage that has occurred insofar as the party in question is able to do so without unreasonable costs or inconvenience. Should the party in question fail to do so, the other party may claim a reduction in the damages to be paid. 

    Regardless of what may otherwise be specified in these Terms of Sale and Delivery, the liability of CH A/S shall never exceed the value of the individual delivery.

    14. Applicable law and venue 
    Any disputes, including declaratory actions, arising between the buyer and CH A/S shall be settled by the Maritime and Commercial Court in Copenhagen, Denmark. Disputes for amounts not exceeding DKK 50,000.00 shall, however, be settled by the court in Svendborg, Denmark.

    Notwithstanding international conventions and laws, any dispute between CH A/S and the buyer shall be settled in accordance with Danish law. The Danish Sale of Goods Act shall thus govern all contractual relations and agreements between the buyer and CH A/S irrespective of the law to which the buyer or the contractual relation is normally subjected. These Terms of Sale and Delivery thus derogate from the Convention on Contracts for the International Sales of Goods, CISG, and other conventions regulating international trade.

    Version 2.2
    Last uddated, June 11, 2024
     

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