Unless otherwise stated in the express written agreement, only the following terms of sale and delivery apply, as terms for all agreements and deliveries from Jasopels
GENERAL SALES AND DELIVERY TERMS
The following General sales and delivery terms shall apply to all deliveries from Jasopels A/S (Jasopels) unless otherwise expressly agreed.
1. Drawings, tools, etc.
1.1. All drawings and other technical documents which Jasopels may choose to deliver to the Customer shall remain Jasopels’ property and shall not be copied, reproduced or otherwise wrongfully used.
2.1. Jasopels reserves the right, without prior notification, to make design changes which do not affect the specified function. With respect to products made to the Customer’s specifications, the Customer shall guarantee that the products do not infringe third party’s intellectual property rights.
3. Foreign goods
3.1. Goods which are handed over to Jasopels for processing or any other materials handed over to Jasopels and which belong to the Customer shall be stored at the Customer’s expense and risk. Jasopels thus disclaims any liability for loss or damage, and it shall be the Customer’s own responsibility to take out insurance.
4. Delivery of mink barns
4.1. The Customer shall take out and maintain a contractor’s all risks insurance until defects identified on handing-over have been remedied. Jasopels shall be included as insured.
4.2. The Customer shall set out the defining main lines and heights (levels), but all other setting out shall be done by Jasopels.
4.3. The Customer shall obtain and pay for all required permits for the construction work.
4.4. The Customer shall carry the risk for obstructions resulting from subsoil water and soil conditions, contamination etc.
4.5. Service pipes and lines for drainage, electricity etc. shall be installed on the construction site by the customer.
5. Offers and acceptance
5.1. Unless otherwise specified, offers from Jasopels shall be valid for fourteen (14) days from the date of the offer.
5.2. The Customer’s acceptance in writing shall be without reservations with respect to the terms specified in the offer and it shall be received by Jasopels before the deadline for acceptance. In the event that the acceptance is inconsistent with the offer, the acceptance shall be deemed to be a new offer. Jasopels shall not be bound by the content of the acceptance unless Jasopels has accepted the new offer in writing and it is evident from the circumstances that Jasopels was aware of the inconsistency.
6.1. Prices quoted are based on current prices and costs, including material prices, wages and other manufacturing costs, on the date of the offer/order confirmation. Changes in the above prices and costs prior to delivery, including changed or new taxes or duties, shall entitle Jasopels to adjust the
offered/confirmed prices accordingly.
7.1. Delivery of goods from Jasopels shall be according to INCOTERMS 2010 EX WORKS Jasopels’ address in Bording, Denmark, unless otherwise agreed.
7.2. Should Jasopels choose to effect delivery of the goods to the Customer, Jasopels shall be acting as the Customer’s agent at the Customer’s expense and risk. In such cases, the right to dispose of the goods in transport law shall remain with Jasopels, which will also be entitled to effect delivery freight collect. Delivery in such cases will normally be by road.
7.3. The delivery date shall be calculated from the date on which Jasopels receives full information concerning the execution of the order, including all requisite technical details and formalities.
7.4. All delivery dates are approximate. A delay can only be deemed to be material after minimum thirty (30) days from the agreed delivery date.
8.1. Payment shall be made net cash. In the event of late payment, interest of two (2) per cent per month or part of a month shall be incurred. In the event of default by the Customer on the terms of payment, Jasopels shall be entitled to suspend fulfilment of all remaining orders from the Customer. If the arrears are not paid by a further short deadline fixed by Jasopels, Jasopels shall be entitled to cancel all agreements concluded with the Customer.
9. Retention of title
9.1. Jasopels shall retain title in the goods sold until full payment is made.
10. Force majeure etc.
10.1.In the event of force majeure, including strikes and stoppages, lockouts, fire, flooding, major breakdowns, extensive interruptions to operations, acts of war, import and export bans, seizure, government measures, obstruction by ice, wreck or loss of ship, transport delays, non- delivery or defective delivery from subcontractors, raw material or energy shortages or any other events over which Jasopels has no control, Jasopels shall be entitled to postpone or cancel execution of an order. The Customer shall not be entitled to claim damages or make any other claims against Jasopels in the event of such postponement or cancellation.
11. Complaints and period of limitation
11.1.The Customer shall examine the delivered goods immediately upon receipt.
11.2.Complaints shall be made in writing and for visible defects and defects which ought to have been discovered when the Customer examined the goods, cf. point 11.1, no later than eight (8) days from the latter of the invoice date and the date of delivery. In other cases, complaints shall be made no later than eight (8) days after the Customer became aware of the circum- stance occasioning the complaint. The complaint will otherwise not be considered.
11.3. Jasopels’ liability for defects, cf. point
12.2 below, shall lapse if Jasopels has not received a complaint from the Customer within one (1) year of delivery of the goods.
12.1.In the event of delays attributable to Jasopels, Jasopels shall be liable for the Customer’s documented losses due to the delays in accordance with the general rules of Danish law. However, no compensation shall be granted to the Customer for any operating loss, loss of profit or other indirect loss, including loss as a result of the Customer’s legal relationship with third parties, and the compensation shall be limited to and shall not exceed the agreed purchase price for the delayed goods.
12.2.In the event of defects in the delivery which may be claimed against Jasopels, Jasopels shall be entitled, at its discretion, to remedy the defect or make a replacement delivery as long as this is done within thirty
(30) days of the Customer’s timely complaint submitted in writing to Jasopels in such a way that it is possible for Jasopels to decide whether to remedy the defect or make a replacement delivery. In the event that the delivery has been carried outside Denmark by the Customer, the Customer shall either transport the delivery to Denmark at its own expense or pay all Jasopels’ extra costs of remedying the defect outside Denmark. In the event that Jasopels remedies the defect or makes a replacement delivery, the Customer shall not be entitled to make any other claims against Jasopels as a result of the discovered defects. In the event that Jasopels does not remedy the defect or make a replacement delivery, Jasopels shall pay compensation under the general rules of Danish law. However, no compensation shall be granted to the Customer for any operating loss, loss of profit or other indirect loss, including loss as a result of the Customer’s legal relationship with third parties, and the compensation shall be limited to an amount equalling the costs of remedying the defect in the delivery and shall not exceed the agreed purchase price.
12.3. Jasopels assumes no liability for product liability which does not follow from the mandatory rules of the Danish Product Liability Act. In particular, Jasopels shall not be liable for operating loss or any other indirect loss. To the extent to which Jasopels incurs product liability to a third party, the Customer shall indemnify Jasopels to the same extent to which Jasopels has limited its liability as above. The Customer shall agree to be sued in the court which hears the product liability case against Jasopels.
13. Venue and choice of law
13.1.The agreed venue for any disputes between the parties shall be Herning Court, Haraldsgade 28, 7400 Herning, Denmark. Jasopels shall, however, be entitled, alternatively and at its discretion, to bring a case before the court at the location of the Customer’s business premises as an alternative.
13.2.Any dispute between the parties shall be settled in accordance with Danish law, apart from the Danish international applicable law rules.