Sales and delivery terms

Sales and delivery terms for NOS A/S

1. Preamble
These sales and delivery terms apply to all quotations, contracts and sales which NOS A/S (hereinafter called the Company) enters or makes regardless of whether the Company is to be considered producer or supplier.

These terms overrule any terms which the Buyer might have.

The terms apply unless any written agreement between the parties states otherwise.

Danish domestic Law applies regarding the changes and deviations that follows in the terms and conditions in this document.

2. Products
All information on type, weight, dimensions, capacity, etc. in the Company’s product catalogue is only binding on the Company if it is explicitly stated in the Company’s quotation, order confirmation or other written agreement.

All written or verbal information supplied by the Company regarding the Company’s knowhow, specifications, procedures, needs and all technical information, and documents remains the property of the Company and shall be treated as confidential, and shall not be disclosed to third parties without the Company’s prior written consent.

Such information shall be exclusively used for the performance of the order, or for the purpose of preparing offers or quotations.

The Company reserves the right to modify the products and packaging as long this can be done without any inconvenience to the Buyer.

3. Quotations
Quotations made by the Company remain valid for two weeks counted from the date of submitting the quotation. The quotation lapses, if the Buyer’s acceptance has not arrived at the Company within the time limit.

The quotation price is in Euro (EUR) exclusive of VAT unless otherwise stated in the quotation.

4. Terms of delivery
Delivery shall be ex works (INCOTERMS 2000).

The Company is not obliged to provide special packaging and preservation.

The Company debits the cost of shipping packaging, etc. as the Company does not accept return of such materials.

5. Time of delivery
In case the Company should have difficulties in delivering on time due to production issues or non-delivery from the Company’s suppliers, the delivery time shall be postponed for as long as such circumstances last.

The Company shall as soon as possible inform the Buyer of such issues.

If the obstacle lasts more than 30 days, both parties shall have the right to terminate the agreement, however, without being entitled to raise a claim against the other party in that connection.

The Buyer shall not be entitled to claim compensation for indirect, incidental, special and consequential losses or damages, including loss of profits, incurred by the Buyer as a result of any delays in delivery.

6. Reservation of title
To the extent that such reservation of title is valid according to current Danish law, the goods sold shall remain the property of the Company until they have been paid for in full.

7. Payment
Payment shall be made cash on delivery. [Incoterms?]

In the event that the Company has prepared a quotation, the prices stated in the quotation shall apply.

All prices shall be stated in Euro (EUR) exclusive of VAT and other direct and indirect taxes. The Buyer is obliged to accept price changes due to changed exchange rates, duties, direct and indirect taxes, freight costs, etc. for the agreed delivery.

The Company shall be entitled to charge an interest rate of 2 % for each month or part of a month from the due date.

8. Defects and complaints
Immediately upon delivery, the Buyer shall inspect the purchased goods.
In the event that the Buyer has discovered or should have discovered the defect, the Buyer shall be obliged to inform the Company in writing immediately after he has discovered such defect, indicating the nature of the defect.
If the Buyer does not make a complaint as stated, the Buyer shall not be entitled to submit a claim at a later time.

The Company shall be entitled to decide whether any defective goods shall be repaired or replaced.

In the event of the Buyer failing to make a claim against the Company concerning a defect within a period of one year after delivery, the Buyer forfeits the right to make any subsequent claim in connection with the defect.

Modifications made to goods sold or interference with such goods without the Company’s prior written acceptance shall release the Company from any obligation.

The Buyer shall not be entitled to claim compensation for indirect, incidental, special and consequential losses or damages, including loss of profits, incurred by Buyer as a result of any delays in delivery, any defects in the goods, or any other deficiencies in the Company’s performance.

If the Buyer has complained, and it becomes apparent that there is no defect, the Company shall be entitled to compensation for the work and the costs imposed on the Company by the complaint.

9. Damages
If the Company becomes liable to the Buyer for any negligence, damages cannot exceed the amount of the invoice concerned.

10. Force Majeure
In the event of any of the following circumstances preventing the fulfilment of any agreement under these sales and delivery terms or making fulfilment unreasonably onerous, such circumstances shall result in the Company being exempted from liability: Work conflicts and any other circumstances beyond the control of the parties such as fire, war, currency restrictions, civil disturbances, lack of transportation [very vague compared to war, terrorism and natural disasters], terrorism, insurrection, epidemics, flood, earthquake or like natural disasters, general scarcity of goods and defective or delayed deliveries from sub-suppliers due to any of the circumstances mentioned in this clause.

11. Product liability
The Company shall only be held liable for personal injury and damage to property that according to type is usually intended for non-commercial application if it can be proved that such injury or damage has been caused by defects or negligence on the part of the Company or any other person for whom the Company is responsible.

The Company shall not be liable for damage or injuries arising from products manufactured by the Buyer or from a component of the product manufactured by the Buyer.

The Company shall not be liable for loss of profits, lost earnings or other consequential loss.

The above limitations shall not apply if the Company is guilty of gross negligence.

The Buyer shall indemnify the Company to such an extent as the Company’s liability has been limited under the above clauses insofar as any third-party product liability is imposed on the Company. In the event of third parties filing any liability claims against either party under this clause, the one party shall immediately inform the other party hereof.

The Company has taken out a liability insurance. Any claim against the Company is maximized to the amount stated in the policy.

12. Returned goods
The Company is not obliged to accept retuned goods. Therefore, the Company only accepts returned goods by a previous written agreement. Goods which are returned as per agreement are credited with a deduction of 15% whereas the Buyer covers the freight costs.

13. Applicable law and venue
Any disputes that cannot be settled out of court, shall be settled by the Maritime and Commercial Court in Copenhagen, Denmark as the agreed venue. If this is not possible, disputes are to be settled in court at the venue of the Company.

This agreement shall be governed by Danish domestic law which also applies to matters concerning formal procedures, e.g. the examination of the sales object, any time limits for the examination, information, and steps to be taken if the sales object is rejected. Hence, the Convention on Contracts for the International Sales of Goods does not apply.

February 2014

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