Verkaufs- und Lieferungsbedingungen
1. Offer and order confirmation
Seller’s offer is only valid 14 days after date of offer, shall a shorter validation not be stated. An offer can further lapse if a delivery is sold out or a change of terms of delivery occurs from a possible sub-contractor. Seller reserves one’s right to make changes in the delivery up until time of delivery, in which case seller will provide a corresponding functionality and service as a minimum. Buyer can only claim the terms quoted in the individual agreement. Information provided by seller verbally, online, in brochures etc. is thus irrelevant for the evaluation of the delivery.
2. Prices, place of delivery and times of delivery
Unless otherwise agreed in writing, prices are the actual prices in force on date of delivery, not including VAT, terms of delivery shall be ex works, unless the total order amount reaches and exceeds the value of DKK 6.000,00. Should the total order amount exceed this amount, terms of delivery shall be carriage paid Danish border, unless otherwise agreed. When delivering mounted fishing nets the value of packaging of the goods shall be added to the invoice.
3. Carriage, insurance etc.
Prices stated in the offer shall be considered ex works (Incoterms 2000) and not including costs of carriage, shipment, insurance, packaging, installation, VAT and other public charges, unless otherwise agreed. Changes in exchange rates, charges, insurance, freight and purchasing costs may cause the seller to adjust the prices.
4. Payment – fees etc.
In such case when buyer has agreed to receive invoice and statement as electronic and not printed files there shall be no added fees or charges.Terms of payment given by seller shall be 14 days from date of invoice, unless otherwise agreed. When buyer does not settle payment in due time and the delay shall not be caused by circumstances of the seller, seller is entitled to charge default interests from the due date with an interest rate of 1,8 % per month initiated and to charge payment for all invoiced and delivered goods regardless of previous agreements on terms of credit. Non-payment after the due date can further result in the case being placed for collection without further notice, which may cause incidental expenses of collection of debt, over and above what has been prescribed in notice no. 601 of 12.07.2002.
Seller will keep ownership to the goods until the full amount of purchase has been paid with added interests and costs and possible expenses relating to the sold goods which seller may have defrayed on behalf of buyer. Until ownership has been passed on to the buyer, the goods must be insured and be kept separately by buyer. Buyer is not obliged without the consent of seller, to move, lodge as security, hire out, lend or in any other way dispose of the sold goods until ownership has been passed on to buyer. Nor shall buyer make any changes to the delivered goods.
Seller undertakes for a period of 12 consecutive months after delivery has taken place, without undue delay to carry out redelivery or repair, at seller’s option, when defects exists to the delivery caused by construction, material or production. The correction does not include such cases where defects are caused by the goods not being mounted and/or used in conformity with seller’s instructions, erroneous or inappropriate use, changes or technical measures made without the consent of seller in writing, or extraordinary climatic influence. Wearing parts are not included by the right to correction. No costs from mounting and remounting are included by the right to correction. Fractures on top- and bottomlines after cutting away used nets cannot be included under the usual Frydendahl warranty. In such case where buyer wishes to complain of possible defects, a written complaint shall be made without undue delay at the time when the defect has been discovered and no later than 8 days after the discovery of the defect. Having received such complaint of a defect which shall be considered as covered by this right, seller shall with no delay carry out correction of the defect. When it shall be considered possible for buyer to execute the correction at buyer’s place, seller’s obligation to correction shall be fulfilled by sending new or repaired parts. In such case where seller receives insufficient deliveries or parts for the purpose of redelivery or repair, buyer shall, unless otherwise agreed, pay the costs and risks of transport. When forwarding deliveries or parts to buyer by way of redelivery or repaired parts, transport shall be for buyer’s account and risk. Defective parts having been changed according to the above must be put at seller’s disposal. Seller shall provide the same right to correction for any changed or repaired part of the delivery at the same terms and conditions as for the original delivery. Seller’s obligation to correction shall however be valid for any part of the delivery no later than 18 months after delivery to buyer.
7. Limitation of liability / product liability
Seller shall not be responsible for defects caused by faults or negligence from suppliers to the seller or otherwise caused by circumstances of the supplier. To the extent where seller may have legitimate claims to a supplier, seller shall assign this claim to buyer and buyer shall be liable to address this claim directly to supplier. A demand can not be given to seller for any total compensation and/or proportionate reduction for damages to the delivery caused by the defect, exceeding the total payment of the buyer for the object. Seller shall not be liable for any indirect loss, consequential damages, operating loss of data and costs of the establishment of such, and loss of earnings regardless of this being caused by simple negligence. To the extend where seller should be assigned to the responsibility towards any third party, buyer shall be obliged to indemnify seller to the extend where such obligation exceeds the limits specified in the above.
Buyer shall be obliged to be sued at the same court of law treating the claim for damages against seller, referring to any damage claimed to be caused by a defect in a delivery from seller. Seller holds the product liability to the defect in the delivery causing injury to any person, and loss of breadwinner according to the at any time applicable and invariable legislation hereof. The liability shall be limited to the amount of DKK 10.000.000 (say 10 million Danish Kroner).
8. Operating loss concerning product liability
Seller can not be held responsible for any loss of operations, loss of time, loss of profits and similar indirect losses.
9. Complaint / obsolescence
Upon receiving the goods buyer shall be obliged to examine them and shall immediately make a complaint when finding defects or otherwise loose any rights. In case of a latent defect the complaint must be made within two years.
10. Exemption from liability – force majeure
The circumstances mentioned below will result in exemption from liability should they occur upon settling the agreement and thus preventing the fulfilment of it:
Industrial conflict, strikes, lockout and any other circumstances being beyond the control of the parties, such as fire, war and unforeseen military call-ups of proportional extent, acts of sabotage, seizure, exchange controls, uproar and civil disorder, lack of means of transport, general scarcity of goods, restrictions on fuels, epidemics and defects in deliveries caused by any of the circumstances mentioned in this clause. The party intending to claim any of the formerly mentioned circumstances, must without undue delay inform in writing the other party of the arise and cessation of the event. Both parties are entitled, by written notice to the other party, to cancel the agreement when the fulfilment of the agreement in reasonable time shall be impossible, due to any of the circumstances mentioned in this point.
11. Settlement of disputes
Any dispute or disagreement arising out of or in connection with this contract shall be referred to mediation through the Danish Mediation Institute, Tuborg Boulevard 12, DK-2900 Hellerup. When a dispute or disagreement has occurred between the parties, according to the opinion of one or more parties, each of the parties is entitled to submit a request to the Danish Mediation Institute for commencement of mediation. Mediation shall be conducted in accordance with “Rules on the handling of disputes at the Danish Mediation Institute” (”Regler for behandling of sager ved Mediationsinstituttet”). Provided that the mediation does not lead to a solution on the dispute between the parties, the dispute may be referred to be settled by arbitration in accordance with the Danish Act on arbitration in force at the time of commencement of the arbitration process. Seller does not accept the goods to be re-exported to USA/Canada without any separate written agreement hereof. Any covering of liability on seller’s part shall depend on an explicit commitment in writing.