1. DEFINITIONS The following definitions shall apply to the following phrases when used in these conditions: – “The Company” means TERMONOVA A/S. – “The Goods” means goods supplied by the Company to the Purchaser under a contract subject to these conditions – “The Purchaser” means the company/person to whom the goods are to be supplied to these conditions.
2. APPLICABILITY OF THESE CONDITIONS
a) These conditions shall apply to all contracts for the sale of goods by the Company to the exclusion of all terms and conditions (standard or otherwise) which the Purchaser may seek to impose. The placing of an order will be deemed to constitute acceptance of this term.
b) No variation of these Conditions shall be effective unless made in writing and signed by a Director of the Company.
c) These conditions shall apply to all future contracts whether oral or written for the supply of goods by the Company to the Purchaser save to the extent that it is otherwise expressly agreed or that these Conditions are inconsistent with what is agreed.
3. TERMS OF PAYMENT
a) Where a credit account has been opened the price of the Goods shall become due upon the despatch of an invoice therefore by the Company to the Purchaser and shall be paid no later than 10 days thereafter. In the event that the Purchaser fails to make payment on that date the Company may without prejudice to any other rights which it may have:
I) suspend all further deliveries to the Purchaser under the contract in question or any other contract
II) require payment in advance for any future deliveries
III) require payment of interest of 1,5% on the amount due.
b) The Company shall have the same additional rights as those referred to in paragraph (a) of this condition in the event that the Purchaser shall make default in or commit any breach of his obligations under the contract or if any distress or execution shall be levied upon the Purchaser’s goods or if against the Purchaser or if any resolution or petition to wind up the Purchaser (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver or manager shall be appointed over the whole or any parts of the Purchaser’s business.
4. PRICE VARIATION
The Company reserves the absolute right to alter any of its prices at any time and Goods dispatched after the date of such alteration shall be invoiced at the rate then prevailing. Where quantities ordered vary from those quoted for, the Company reserves the right to requote.
a) Unless written instructions are received the goods will be delivered Ex Works Denmark (Incoterms 2020) to the Purchaser’s place of business by a method determined by the Company, normally road transport. In the event that the Purchaser stipulates the use of some other form of transport any extra transport costs payable shall be for the account of the Purchaser.
b) All prices are offered ex works (Incoterms 2020), Denmark. Carriage charges are in addition to the net value of the dispatch. The only exception to this is where the Company has made a written offer (which is signed by a Director of the Company) specifically offering a price incl. carriage to the Purchaser’s premises.
c) If the Purchaser decides to revise any delivery instructions which it may have given it shall give the Company at least 4 weeks prior written notice otherwise deliveries will be made to original instructions.
d) If within fourteen days after the notification by the Company that the goods are ready for dispatch the Purchaser has not notified the Company of its delivery instructions, the Company shall be entitled to arrange storage either at its own address or elsewhere on the Purchaser’s behalf, and at the Purchaser’s risk and expense.
e) The Company will not entertain any claim for any shortages or damage to Goods for which the Company is liable unless the Company is advised in writing within seven days of delivery and provided with an opportunity to inspect the Goods which must be retained for at least 14days thereafter. The Company will not entertain any claim for non-delivery unless advised in writing by the Purchaser within 21 days of the relevant invoice date.
6. DELIVERY TERMS
a) Although given in good faith times quoted for delivery of the Goods are intended as estimates only and are not therefore to be treated as being of the essence of the contract.
b) The Company shall not be liable for failure to deliver the Goods or to do so promptly if such failure arises due to “Force Majeure” including but without prejudice to the generality of the foregoing delays occasioned by strikes, riots, lock-outs or other labour troubles, war, fire, accidents, mechanical failure, availability of supplies of Goods to the Company, delay in delivery or materials by suppliers or other persons, Government action, legislation or regulation of any kind, Act of God or any circumstances whatsoever outside the reasonable control of the Company and such delay or failure to deliver such goods shall not affect the obligation of the Purchaser to pay for the Goods already delivered.
7. PROPERTY AND RISK
a) The Goods are delivered Ex Works (Incoterms 2020). If the Purchaser employs an agent to transport the Goods then risk will pass at the time of delivery to the Purchaser’s agent or the agent chosen by the Company.
b) The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the intending Purchaser shall have paid to the Company the agreed price together with the full price of any other Goods that are the subject to any other contract with the Company. The Company may for the purpose of recovery of the Goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
8. TRADING POLICY
a) The Company may in its absolute discretion allow trade discounts to Purchasers of its goods.
b) In its absolute discretion the Company may agree to the return of Goods and the issue of a credit note provided that such agreement shall be in writing and signed by a duly authorized person on behalf of the Company and that Goods so returned are to be dispatched carriage paid and that the Company may impose a handling charge.
c) No order shall be binding upon the Company until the Company has issued its written acceptance of the order and the Purchaser has confirmed its order in writing. No cancellations or adjustments can be accepted without previous written consent of the Company. d) Special requirements – the Company reserves the right to deliver and invoice any complete or part manufactured goods produced specially to customer’s specification or parts specially purchased to meet such requirements left on hand due to cancellation of all or part of the contract.
9. WARRANTIES AND CONDITIONS
The warranties and conditions in the Sale of goods Act shall apply to this contract and all other warranties and conditions whatsoever whether express or implied are hereby excluded (liability for death or personal injury caused by the negligence of the Company its servants or agents expected) provided that:
a) The Company may vary designs, specifications, materials and packaging or may modify the Goods supplied without prior notice provided that such variations and modification do not materially affect the performance of the Goods or the quality of workmanship or materials used.
b) The Company shall be under no liability to the Purchaser or any Third Party for any consequential loss and expenses incurred in axcess of the value of goods supplied.
c) The Company shall be under no liability for breach of any of the said conditions and warranties arising from defects in the Goods unless a claim shall have been notified to it in writing within two weeks from the date when the Goods were delivered.
10. SET OFF AND COUNTERCLAIMS
The Purchaser shall not be entitled to withhold payment of any sums after they have become due by reason of any right of set-off or counterclaims which the Purchaser may have or allege to have or for any reason whatsoever.
The Purchaser agrees to indemnify the Company against liabilities incurred by the Company (including all damages, losses and expenses) awarded against or incurred by the Company by reason of any proceedings, claims or demands which may be made or brought against the
I) alleging infringement of any patent copyright or other rights of third parties by reason of anything done by the seller in accordance with the Purchaser’s designs, specifications or instructions express or implied or
II) alleging injury (including death) loss or damage to any third party or any property of any third party by reason of any defect in any of the Goods when the same have been supplied by the Company in accordance with the Purchaser’s designs, specifications or instructions express or implied.
12. COURT OF JUSTICE: Sø- og Handelsretten, Copenhagen, Denmark
Elsinore, December 8th, 2020
Tlf.: +45 7022 3111
Fax: +45 7022 3166
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