Terms and conditions
TERMS AND CONDITIONS OF SALE AND DELIVERY
SALLINGPLAST ENERGY APS
1. contractual basis
1.1 Unless otherwise agreed in writing, Salling Plast Energy ApS (hereinafter SallingPlast) delivers all orders on the terms below, regardless of any conflicting or deviating provisions in the order or the buyer's acceptance.
2. Offer, order and acceptance
2.1 Offers from SallingPlast that do not specify a specific acceptance deadline will lapse if the buyer's unconditional acceptance has not been received by SallingPlast within 4 weeks from the date of the offer.
2.2 The buyer's orders are not binding on SallingPlast until the buyer has received a written order confirmation.
2.3 The agreement is deemed to have been concluded on the terms stated in the order confirmation, unless the buyer has complained in writing within five (5) days of receipt of the order confirmation.
2.4 Offers submitted on the basis of measurement of drawings are submitted without liability for SallingPlast for any measurement errors.
2.5 Sales material, instructions, price lists, descriptions, etc. are indicative and not binding on SallingPlast; they are only binding if expressly referred to in the agreement with the buyer.
3. SallingPlasts service
3.1 SallingPlast's service only includes the parts and goods specified in the order confirmation, and SallingPlast undertakes to deliver goods of customary good quality in terms of
materials and manufacture on the terms and conditions stated herein and any specially agreed terms and conditions.
3.2 All drawings, sketches, technical specifications, etc. that are transferred from one party to the other before or after the agreement enters into force belong to the party that has transferred them. All drawings, sketches and technical specifications belonging to SallingPlast thus remain the property of SallingPlast and may not be copied, reproduced or otherwise transferred to third parties. Nor may the delivered goods be manufactured, copied or transferred to third parties for such purposes.
4.1 Unless otherwise agreed, delivery EX WORKS takes place in accordance with Incoterm 2020. This means that delivery and transfer of risk takes place when SallingPlast has made the goods available to the buyer at SallingPlast's address.
5. Time of delivery
5.1 Unless otherwise agreed, delivery will be made as soon as possible. If a time of delivery has been agreed, delivery before the end of the week in which delivery is confirmed in SallingPlast's order confirmation will in all respects be considered timely delivery. If delivery on a specific date has been agreed, delivery on this date at the latest is considered timely delivery.
5.2 SallingPlast may require postponement of the time of delivery in the following cases:
- In case of order adjustments requested by the buyer.
- In the event of delays in deliveries or work carried out or commissioned by the purchaser.
- In case of force majeure (see clause 16 of these terms and conditions).
- In the event that work on the delivery is stopped or delayed due to orders from public authorities.
- In the event of missing or defective deliveries from subcontractors with confirmed agreements, within a maximum of four (4) weeks.
5.3 With regard to points a, b and d above, SallingPlast also reserves the right, in cases that are directly or indirectly due to the buyer's circumstances or in the event of orders from public authorities, to adjust the agreed price to compensate for the costs incurred by SallingPlast, plus the usual profit margin.
5.4 If the delivery is significantly delayed and SallingPlast is not entitled to postpone the time of delivery, the buyer is entitled to cancel the agreement in writing to SallingPlast, however, only if it is documented that the delay causes significant inconvenience to the buyer. If the delay only concerns a part of the goods sold, the buyer is only entitled to cancel the purchase of the part in question.
If the delay concerns goods manufactured according to the buyer's instructions or specifications, or if the goods are of a quality that SallingPlast does not normally stock, the agreement can only be terminated if the purpose of the purchase is significantly lost by the delay.
5.5 If the buyer can prove that the delay is due to errors or negligence on the part of
SallingPlast's fault or negligence and that the buyer has suffered a loss that could be expected to arise in connection with the delay, the buyer is entitled to compensation for the loss suffered.
However, the amount of compensation cannot exceed 1% of the agreed payment for the delayed service for each full week of delay, and the compensation cannot exceed 10% of the payment for the delayed service. SallingPlast assumes no other liability for delay or consequences thereof, and the buyer has no other remedies for breach of the agreement.
6. Retention of title
6.1 SallingPlast reserves the right of ownership of the goods sold until all accounts between SallingPlast and the buyer have been fully and finally settled by the buyer.
7. returned goods
7.1 It is only possible to return deliveries in exceptional cases and only by agreement and provided that the following conditions are met:
- The goods are clean and in good condition (this also applies to any packaging).
- The goods must be returned no later than two (2) months after the invoice date.
- The items are marked with an order number.
- The items are not custom-made.
7.2 Standard goods that are returned by prior agreement with SallingPlast will be returned against a deduction of 25% of the value of the goods.
7.3 The buyer pays the shipping costs for returned goods.
8.1 Unless otherwise stated, all prices in SallingPlast's offers, order confirmations and other reference material are in Danish kroner (DKK) excluding VAT, customs duties, taxes, etc.
8.2 Unless otherwise agreed in writing, the price is subject to adjustment prior to acceptance in consideration of documented changes in material prices, subcontractors' prices, changes in public taxes, customs duties, etc. which increase SallingPlast's costs. If the nature of the delivery is changed or SallingPlast's costs are otherwise increased due to the buyer's circumstances, the agreed price is subject to adjustment.
8.3 The prices quoted by SallingPlast do not include costs for packaging, including packaging intended to prevent the delivery from being damaged during transportation. Unless otherwise agreed in writing, pallets and frames are invoiced to the buyer. Pallets and frames are not returnable.
8.4 Orders with a value below DKK 5.000,- (EUR 675,-) are subject to a handling and order fee to cover the costs of
handling, pick-up and packaging costs. The handling and ordering fee is fixed and independent of the chosen shipping method. The handling and ordering fee is DKK 750 (EUR 100) per order.
9. Terms of payment
9.1 SallingPlast is entitled to invoice the buyer for all deliveries that SallingPlast has made or reported ready for delivery, provided that the agreed delivery time has been reached.
9.2 Unless otherwise expressly agreed, the terms of payment are 14 days net cash on receipt of the goods. If payment is not made on time, SallingPlast is entitled to interest on the amount due from the due date, after which 2% per month or part thereof is added until payment is made.
9.3 The buyer is not entitled to set off any counterclaims unless such counterclaims have been approved in writing by SallingPlast, just as the buyer is not entitled to withhold any part of the purchase price due to such counterclaims.
10.1 If, after expiry of the delivery time, the buyer fails to collect the goods or to demand that they be sent, SallingPlast is entitled to store and insure the goods at the buyer's expense and to send an invoice in accordance with clause 8.
If the buyer fails to pick up the goods despite a written request, SallingPlast is entitled to sell them at the best possible price at the buyer's expense - even if the goods have been manufactured according to the buyer's instructions or specifications.
11. Duty to complain and inspect
11.1 It is the buyer's responsibility to carry out a thorough examination of the contractual condition of the goods at the latest upon receipt of the goods.
11.2 If the buyer wishes to claim defects or deficiencies in the goods, the buyer must notify SallingPlast in writing as soon as the defect is or should have been discovered. The complaint must state the specific nature of the fault or defect.
11.3 The Buyer may not subsequently invoke defects or deficiencies that have been found or should have been found in connection with inspection upon receipt.
11.4 Any other complaints must in any case be submitted in writing to SallingPlast for complaint handling and assessment.
12. liability for defects and deficiencies
12.1 If goods delivered by SallingPlast have defects that give rise to liability, SallingPlast's liability is limited to remedy, if the defect can be remedied, and/or redelivery, or payment of compensation limited to the invoice amount, at SallingPlast's discretion.
The amount of compensation can never exceed the relevant invoice amount, and in the event of redelivery of goods, such delivery will be subject to the same delivery terms and conditions and reservations as the original delivery.
12.2 SallingPlast must have access to the goods with the claimed defect for the purpose of remedying any defect. Work performed in connection with the defect without SallingPlast's approval will not be replaced.
12.3 Apart from the above, SallingPlast accepts no liability for direct or indirect damage or loss as a result of defects causing liability.
13. product liability
13.1 SallingPlast is only liable for personal injury and property damage caused by the delivered goods to the extent that this follows from the absolute rules of the Product Liability Act applicable at any time.
13.2 SallingPlast's liability for property damage is limited to DKK 500,000 per claim. A claim is understood to mean all damage caused by the same error or negligence.
13.3 SallingPlast is not liable for damage to the buyer's effects or other effects intended for professional use.
13.4 SallingPlast can never be held liable for operating loss, loss of profit or other indirect loss.
13.5 In the event that SallingPlast may be subject to product liability towards a third party, the buyer is obliged to indemnify SallingPlast to the extent that SallingPlast's liability is limited in accordance with these terms of sale and delivery.
13.6 SallingPlast is not subject to product liability if installation instructions or other instructions or directions are not followed.
13.7 If SallingPlast is held liable to a significant extent by others than the buyer, the buyer accepts to be sued in the same court as the one handling the claim against SallingPlast.
14. limitation of liability
14.1 SallingPlast is not liable for indirect damage or loss, including but not limited to operating loss, loss of profit, loss of time, loss of orders, loss of earnings, etc. Nor is SallingPlast liable for consequential damage, including costs for the establishment or localization of goods with defects/defects or damage.
14.2 If SallingPlast waives claims or rights against the buyer in individual cases, this does not mean that SallingPlast has waived such claims or rights in cases other than those specifically agreed.
15. Damage to and insurance of products owned by the buyer
15.1 It should be noted that SallingPlast's professional liability insurance does not cover products owned by the buyer that are transferred to SallingPlast for further processing. It is therefore the buyer's responsibility to have these buyer-owned products insured against damage or loss during the period in which they are in SallingPlast's custody.
15.2 Apart from liability in accordance with clause 13 (product liability), SallingPlast's total liability for damage to products belonging to the buyer, regardless of the basis of liability and/or insurance cover, can under no circumstances exceed the invoice amount and thus the value of the work performed by SallingPlast, and is thus expressly limited to this.
16. force majeure
16.1 SallingPlast is not liable for any other breach of the agreement if the breach is due to force majeure, acts of war, rebellion, civil unrest, government intervention or measures taken by public authorities, fire, strike, lockout, export and/or import ban, epidemic, pandemic, cyber-attack or any other cause beyond SallingPlast's control that may delay or prevent production and delivery of the goods sold.
16.2 The above force majeure provision also applies if the circumstances mentioned in clause 16.1 affect one of SallingPlast's subcontractors.
16.3 If defect-free or timely delivery is temporarily prevented by one or more of the above-mentioned circumstances, delivery shall be postponed for a period corresponding to the duration of the hindrance plus a reasonable period for normalization of the situation. Delivery at the time of delivery thus delayed shall be deemed to be on time in every respect.
If the delivery hindrance is expected to last longer than eight (8) weeks, both SallingPlast and the Buyer are entitled to cancel the agreement without this being considered a breach of contract.
17.1 Any dispute between the parties that cannot be resolved amicably shall be settled under Danish law in Denmark by arbitration at the Danish Institute of Arbitration or, if both parties agree, by an ordinary court.
Ranum, September 2022