(Special reference is made to the clauses set off in italics, which in our view impose more burdensome conditions to our joint contractors than the consequences of non-mandatory rules)
Unless explicitly stipulated in a written agreement with SILCOFA A/S, only the below terms of sales and delivery constitute the conditions of all agreements and deliveries from SILCOFA A/S, irrespective of opposite or diverting stipulations, if any, of an order or acceptance given by a buyer.
1:00 Quotation, order and acceptance.
1:01 The order of a buyer is only binding on SILCOFA A/S, when the buyer has received a written order confirmation from SILCOFA A/S. An objection, if any, of a buyer against the contents of an order confirmation must be made in writing and received by SILCOFA A/S latest one day after receipt by the buyer of the order confirmation
1:02 A quotation from SILCOFA A/S without any specific time limit lapses, if SILCOFA A/S has not received an unqualified acceptance within 14 days from the date of quotation..
2:00 The service of SILCOFA A/S.
2:01 The service of SILCOFA A/S only includes the parts specified in writing in the order confirmation, and on the below conditions SILCOFA A/S commits itself to deliver a product of usual good quality in respect to materials and manufacture.
2:02 The buyer is under the obligation strictly to observe the technical specifications and instructions laid down by SILCOFA A/S..
3:01 Unless otherwise explicitly agreed upon, delivery will take place ex works. Unless the buyer arranges for the collecting himself, SILCOFA A/S will arrange for the transportation of the products to the location of the buyer on the account and risk of the buyer.
4:00 Time of delivery. Delay.
4:01 Unless otherwise agreed upon, the delivery times are intended as a guide and will be fixed from the time, when SILCOFA A/S has received all information necessary in order for SILCOFA A/S to fulfil the delivery. The delivery time is fixed subject to delay caused by strike, lock-out, war, fire, suspension of operation, transport obstacles, defects at or delay of supplies from suppliers or by other reasons outside the control of SILCOFA A/S, irrespective of whether these occur with SILCOFA A/S or with the suppliers of SILCOFA A/S or other parties involved in the delivery. In such cases the delivery time will be postponed by a number of days corresponding to the duration of the obstacle.
4:02 SILCOFA A/S's liability to pay damages in case of delay is limited to a maximum amount of 10% of the purchase price, as the damages may not exceed an amount of 1% of the purchase price for each week of the delay.
5:01 SILCOFA A/S is under the obligation to remedy shortages at the supplied products, which are due to defects of material and/or production, provided the buyer complains hereto properly and without delay.
5:02 Shortages, which are caused by inappropriate storage, lacking maintenance, incorrect mounting, inappropriate use, hereunder use contrary to the instructions and technical specifications of SILCOFA A/S, ordinary wear and tear are no concerns of SILCOFA A/S.
5:03 The remedy will be made in the form of new parts replacing the parts, which are verifiably defective due to material and/or production defects. The remedy of shortages may, however, also take place by repair, and in such cases wages or other extra services are not comprised by the obligations of SILCOFA A/S.
5:04 Beyond the obligation stipulated in this clause to remedy shortages, SILCOFA A/S does not take any responsibility for the delivered service, cf. however clause 5:05, for which reason the buyer may not cancel the purchase or demand a proportional reduction, replacement delivery or retention of the purchase sum, wholly or partly, as a consequence of shortages.
5:05 SILCOFA A/S's obligation to pay damages in case of shortages at the products delivered is in any circumstances limited to the value of the product including transport costs.
5:06 If SILCOFA A/S should be ordered to pay damages in consequence of the buyer's use of the delivered product, including resale, which is beyond the responsibility of SILCOFA A/S pursuant to the present terms and conditions, the buyer is under the obligation to indemnify SILCOFA A/S from this liability and, furthermore, to take the matter to the same court hearing the claim against SILCOFA A/S.
6:00 Duty to give notice of defects and duty of inspection.
6:01 The buyer is under the obligation to make a thorough inspection of the delivered product upon receipt, and visible shortages must be reported without delay in writing to SILCOFA A/S within 7 work days from receipt.
6:02 Complaints must include a description of the shortages and the defects caused by SILCOFA A/S or SILCOFA A/S's staff.
6:03 If the buyer fails to meet the present rules of complaints, the buyer is not entitled to any remedy for non-conformance, including a proportional reduction of the purchase price.
7:00 Product liability.
7:01 SILCOFA A/S is responsible for personal damage under the provisions of the law on this subject. SILCOFA A/S is only responsible for damage caused by delivered products to other objects, if it can be proved that the damage is due to mistakes made intentionally or gross negligence by SILCOFA A/S. However, SILCOFA A/S's liability to pay damages at product liability may not exceed a compensation of DKK 100,000.00 including interests and costs. SILCOFA A/S is, however, never liable to indirect damage or loss, such as trading loss or loss of profits.
7:02 If SILCOFA A/S should be held liable to pay damages in consequence of the use, of whichever kind by the buyer of the delivered product, including resale, which lies beyond the liability of SILCOFA A/S pursuant to this provision, the buyer is under the obligation to indemnify SILCOFA A/S from this liability, and the buyer is under the obligation to submit the matter to the same court that is hearing the claim against SILCOFA A/S.
8:01 Unless otherwise explicitly agreed upon, the price is ex works including packaging and excluding VAT and duties. The price is stated in EUR.
8:02 Please observe that for orders below Euro 67.00 an administration fee of Euro 15.00 per invoice will be charged.
9:00 Terms of payment.
9:01 Unless otherwise explicitly agreed upon, payment is 14 days net. If the payment has not been received in due time, or if credit is granted according to an agreement, SILCOFA A/S claims an interest of the due amount of 1.5% per every month commenced.
9.02 If the buyer has not paid due amounts after 3 months, SILCOFA A/S is entitled by written notice to the buyer to cancel the agreement and, in addition to charging interests of the overdue amount, to claim compensation from the buyer for the loss suffered by SILCOFA A/S.
10:00 Ownership reservation.
10:01 Delivered objects remain the property of SILCOFA A/S, until full payment has been effected.
11:00 Venue and choice of law.
11:01 Any dispute between the parties concerning deliveries according to the present terms of sales and delivery should be submitted to the Maritime and Commercial Court in first instance and under Danish Law.
12:00 Information material
12:01 Reservations are made to printing errors and price changes in information material, brochures and other sales material, and no claim can be made against SILCOFA A/S regarding printing errors, if any, or price changes.
13:00 Transfer of rights and liabilities
13:01 SILCOFA A/S is entitled to transfer all rights and liabilities to a third party according to the agreement.
CVR-nr: DK 89 92 98 14