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1.1 Any delivery from TEFCOLD A/S, company reg. no. 10 01 63 71 (hereinafter referred to as "TEFCOLD") takes place on the basis of the present sales and delivery terms (hereinafter referred to as “Terms of Sale and Delivery”), which are binding for all agreements concerning the supply of goods (hereinafter referred to as "Goods") between TEFCOLD and the Purchaser. The terms supersede all agreements and practices between the Parties, which are contrary to the terms unless specifically approved by TEFCOLD in writing.
2 CONTRACT FORMATION
2.1 Any offer is valid for 30 days from the date of the offer, unless otherwise stated in the offer.
2.2 Only orders that TEFCOLD has accepted in writing by order confirmation or by contract formation are binding for TEFCOLD.
2.3 No order which has been accepted by TEFCOLD may be cancelled by the Purchaser.
3.1 The price of the Goods shall be TEFCOLD’s quoted or the agreed price to the Purchaser or where no price has been quoted (or a quoted price is no longer valid) or agreed the price listed in TEFCOLD’s published price list current at the date of acceptance of the order. All prices quoted are valid for thirty days only or until earlier acceptance by the Purchaser after which time they may be altered by TEFCOLD without giving notice to the Purchaser.
3.2 All prices, including prices pursuant to the published price lists elaborated by TEFCOLD, are exclusive of VAT and other government duties, and in DKK.
3.3 TEFCOLD reserves the right to adjust the accepted prices in the event of changes in exchange rates, material prices, production costs, labour costs, transport costs, rates of duty, and in the event of government intervention and other circumstances beyond the control of TEFCOLD (cf. the events mentioned in section 12).
4 PAYMENT TERMS
4.1 TEFCOLD shall be entitled to invoice the Purchaser for all deliveries, which have been delivered or which have been reported ready for delivery by TEFCOLD, if the agreed date of delivery has occurred.
4.2 Unless otherwise agreed in writing, the terms of payment shall be net cash on delivery or notice of readiness from TEFCOLD respectively.
4.3 If payment is not effected on time, TEFCOLD shall be entitled to interest on the amount due at any time from date of invoice at a rate of interest of 1,5 per cent per commenced month.
4.4 TEFCOLD is entitled to claim an irrevocable on-demand guarantee issued by a reputable financial institution as security for the payment of receivables, including receivables that are not due.
5 RETENTION OF TITLE
5.1 The products sold shall remain the property of TEFCOLD until the entire purchase price under the agreement has been paid.
6 DRAWINGS AND DESCRIPTIONS
6.1 All intellectual property rights, drawings, sketches, proposals, technical specifications, descriptions, etc. are TEFCOLDS's property and shall not be copied, submitted to competing companies or be carried into effect without written permission from TEFCOLD.
6.2 Product information, illustrations, drawings and information about technical data, e.g. weight, dimensions, volume, strength, load capacity, performance, surface, materials, etc., specified in, for example, catalogues, brochures or other advertising material from TEFCOLD, are only indicative.
7.1 Delivery takes place ex works, unless otherwise expressly stated in the order confirmation or other agreement.
7.2 Approximate time of delivery will be provided by TEFCOLD and will be stated in the order confirmation or other agreement. If a delay in delivery is due to the events referred to in section 13 or due to Purchaser’s acts or omissions, the delivery time shall be extended accordingly.
8 DELAYED DELIVERY
8.1 At TEFCOLD's delay, the Purchaser shall complain immediately specified in writing, otherwise the Purchaser loses any remedy for breach of contract in regard to the delay.
8.2 In case of delay TEFCOLD shall never incur liability for operating loss, loss of earnings, loss of profit or other indirect loss. TEFCOLD’ liability shall never exceed the invoice price exclusive of VAT for the part of the delivery which has been delayed.
8.3 The Purchaser is not entitled to withdraw the purchase as a result of TEFCOLDS's delay.
9 CLAIMANT'S DEFAULT
9.1 If the Purchaser fails to collect the Goods or to order their dispatch after the date of delivery has occurred, TEFCOLD shall be entitled to store and insure the Goods for the Purchasers account and to forward an invoice for the delivery.
9.2 If the Purchaser fails to collect the Goods despite so requested in writing, TEFCOLD shall – also in cases where the Goods have been specially made according to the Purchaser’s instructions or specifications – be entitled to sell these at the best possible price for the Purchaser’s account.
10 DEFECTS AND COMPLAINTS
10.1 The Purchaser shall immediately upon delivery review the delivery and make sure that it is intact and in accordance with the agreed.
10.2 Complaints shall be made in writing immediately after the defect is found or should be found, and the Purchaser shall specify the maintained defects in the complaint. Otherwise, the Purchaser shall lose any remedy for breach of contract as a result of the defect. The complaint does not relieve the Purchaser of paying the purchase price at the agreed time of payment.
10.3 If there is no defect, for which TEFCOLD is responsible, TEFCOLD is entitled to a reimbursement for work and costs, if any, which the complaint may unnecessarily have imposed on TEFCOLD.
10.4 At errors or defects, TEFCOLD has - within a reasonable time and of own choice - the right to undertake remediation, replacement, give a proportional discount or pay damages for defective parts.
10.5 If TEFCOLD does not comply with section 10.4, the Purchaser shall - subject to the general rules of Danish law and these Terms of Sale and Delivery - be entitled to cancel the agreement with regard to the defective part of the delivery and claim compensation within the limits, which incidentally follow from these Terms of Sale and Delivery.
10.6 TEFCOLD shall under no circumstances be obliged to compensate for consequential losses, daily penalties or liquidated damages imposed on Purchaser, lost profit or other similar indirect losses or consequential damages as a result of established defects. Furthermore, TEFCOLD's liability for damages may never exceed the invoice price exclusive of VAT for the delivered Goods.
11 PRODUCT LIABILITY
11.1 TEFCOLD is only liable for personal injury and property damage caused by the sold Goods, if it is proved that the damage resulted from errors or neglect committed by TEFCOLD or by others, who TEFCOLD is responsible for.
11.2 The responsibility towards Purchaser for product liability cannot exceed coverage by TEFCOLD’s product liability insurance currently DKK 10,000,000 per incident as defined in the insurance terms.
11.3 TEFCOLD is not responsible for damage to products manufactured by the Purchaser, or in which TEFCOLD’s products are included or for products containing such of the Purchaser's products.
11.4 TEFCOLD in no case assumes the responsibility for consequential losses, loss of time, lost earnings, daily penalties or liquidated damages imposed on Purchaser or third party, lost profit or other similar indirect losses or consequential damages as a result of product liability.
11.5 If a third party makes claims against one of the parties concerning product liability, the party in question shall in writing inform the other party.
12 LIMITATION OF LIABILITY
12.1 TEFCOLD shall in no circumstances be liable for indirect damage or loss of any kind, including daily or agreed penalties, which the Purchaser may incur in relation to third party, or the Purchaser’s operating loss, loss of time, loss of delivery or similar indirect loss. Although TEFCOLD might waive claims or rights with respect to the Purchaser in some cases, this shall not mean that TEFCOLD has waived such claims or rights in other cases than the specific one agreed upon.
13 FORCE MAJEURE
13.1 TEFCOLD shall not be liable for non-performance or delayed performance of agreements caused by hindrances beyond TEFCOLD's control such as - but not limited to - war, war-like situations, riots, civil disturbances, government interventions or interventions of public authorities, fire, strike, lockout, export and/or import bans, mobilization, weather conditions, vandalism, currency restrictions, subcontractors’ delay and/or defective deliveries, transport hindrances, including ice hindrances, weather conditions or transport accidents, power supply and similar production difficulties or any other cause, which is beyond the control of TEFCOLD.
13.2 If a non-defective or timely delivery is temporarily hindered by one or more of the above-mentioned events, the delivery shall be postponed for a period equivalent to the duration of the hindrance with the addition of an appropriate reasonable period for normalization of the conditions. TEFCOLD shall notify the Purchaser of the change or of the expected change in delivery time. Delivery at the thus postponed delivery time shall in all respects be considered timely. If the delivery hindrance can be expected to last longer than 12 weeks, both TEFCOLD and the Purchaser shall be entitled to cancel the agreement without this being considered as a breach and without the possibility for the parties to make claims.
14 PERSONAL DATA
14.1 In the event TEFCOLD receive personal data to be processed by TEFCOLD on behalf of the Purchaser, TEFCOLD shall take the necessary technical and organizational security measures to ensure that personal data is not accidentally or illegally destroyed, lost or deteriorated, and that it becomes available to irrelevant persons, is abused or otherwise treated contrary to the legislation on personal data processing and any other legislation regulating the processing of personal information.
14.2 At the request TEFCOLD gives Purchaser sufficient information and sufficient control access so that Purchaser can verify that TEFCOLD observes the necessary security measures.
14.3 TEFCOLD shall not be entitled to transfer personal data to countries outside the EU without the prior written consent of the Purchaser, which shall, however, not be denied without objective reason.
14.4 The requirements regarding TEFCOLDs processing of personal data and the mutual relations of the Parties in this connection may be regulated additionally in a separate data processing agreement.
14.5 Observing the personal data legislation shall involve and include an obligation for Purchaser to observe the regulation regarding information and insight obligation towards the person registered, to process objections to registration, delete incorrect information, etc., obtain the required consent regarding registration and processing of personal data, and to file information with the Data Protection Agency if required.
14.6 Purchaser shall at any time be responsible for ensuring that personal data is not entered and processed in the operating environment contrary to the General Data Protection Regulation.
15 LAW AND VENUE
15.1 Each and every dispute that may arise between the parties in connection with these Terms of Sale and Delivery shall be governed by the general rules of Danish law, including the English version of the UN Convention on contracts for the International Sale of Goods (ClSG), supplemented by the current practices and customs.
15.2 Any dispute arising out of or in connection with these Terms of Sale and Delivery, including disputes regarding its existence or validity and disputes regarding this arbitration clause and the arbitration procedure, must be decided by arbitration before the Danish Institute of Arbitration. Each party appoints an arbitrator, and the Institute of Arbitration appoints the chairman of the arbitration tribunal. The trial language is English. The place of arbitration will be Viborg, Denmark.