BASIS OF CONTRACT
The terms of this Contract apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom or course of dealing. The order setting out the scope of the Contract (“Order”) constitutes an offer by the Customer to purchase the goods (“Goods”) in accordance with this Contract. The Order shall be deemed to be accepted when the Supplier issues a written confirmation of the Order. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the current year. In case Supplier and Customer have signed a framework agreement or other form of commercial agreement concerning deliveries of the supply of Goods, the terms and conditions of such agreement shall apply and prevail.
Delivery shall take place in accordance with the Incoterm stated in the Order confirmation. Unless otherwise agreed in writing, any dates quoted for delivery are approximate only. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event, the circumstances of which are outside a party’s reasonable control (“Force Majeure Event”) or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Upon receipt of the Goods, the Customer must check that the Goods have not been damaged during transport. In case the Goods have been or may have been damaged during transport, the Customer shall make a written remark on the delivery note and notify the Supplier hereof in writing within five (5) days after delivery of the Goods according. to the Incoterm stated in the Order confirmation (“Delivery”).
The Goods shall be deemed free of any defects and approved by Customer if defects are not reported in writing to Supplier within sixty (60) days after Delivery. In case of a justified and properly notified complaint, Supplier shall only be obligated, at its discretion, taking the Customer’s interests into account, to remedy the defect, replace the Goods or refund the price for the defective Goods. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out above if (a) the Customer makes any further use of such Goods after giving notice, (b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same, (c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer, (d) the Customer alters or repairs such Goods without the written consent of the Supplier, (e) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions by Customer, or (f) the Goods differ from the Specification as a result of changes made by Customer. Except as provided in this clause, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out above. All other terms implied by statute are, to the fullest extent permitted by law, excluded from the Contract.
TITLE AND RISK
The risk in the Goods shall pass to the Customer on Delivery. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment.
PRICE AND PAYMENT
The prices will be specified in US Dollars (USD), Euro (EUR) or Danish Kroner (DKK) in the applicable order confirmation. The price of the Goods excludes value added tax (VAT) unless otherwise agreed in the Order. Invoice payment deadline is according to the Order confirmation. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. The Supplier shall be intitled to require payment in advance at the Supplier’s sole discretion.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Supplier may at any time set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
The Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if (a) the Customer fails to pay any amount due or otherwise commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so, or (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business, or the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business. The Supplier may suspend provision of the Goods under the Contract if the Customer becomes subject to any of the events listed above or if the Customer fails to pay any amount due under this Contract on the due date for payment. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest.
After receipt of an Order confirmation, the Customer shall not be entitled to cancel the applicable Order or return non-defective goods, unless the Supplier has agreed otherwise in writing.
LIMITATION OF LIABILITY
The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, whether direct or indirect, or any indirect or consequential loss arising under or in connection with the Contract. To the extent permitted under applicable law, the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed of the price of the Goods under the Order.
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the Force Majeure Event continues for more than 3 months, either Party may terminate this Contract by giving 30 days’ written notice to the other party.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted below. Each party may disclose the other party’s confidential information (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of this Contract (“Authorised Persons”) and each party shall ensure that its Authorised Persons comply with this clause, (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
This Contract constitutes the entire agreement between the parties regarding the subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, except in the event a framework agreement has been entered into between the parties.
No variation of this Contract shall be effective unless it is in writing and signed by the parties.
No one other than a party to this Contract shall have any right to enforce any of its terms. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of Denmark. Each party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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