General purchasing conditions
1. Offer
1.1. The seller shall prepare an offer without costs for the buyer. Any deviation from the enquiry documents must be specified.
1.2. The buyer shall be entitled to accept any offer or reject all of them.
2. Order
Orders may be both written and oral, and confirmation shall be given as required. Only written or confirmed orders shall be binding on the buyer.
3. Order confirmation
Orders shall be confirmed in writing by the seller and within 2 days of the order, provided delivery is not effected immediately. The buyer reserves the right to cancel orders that are not confirmed in writing.
4. Delivery and delivery terms, delays
4.1. The delivery shall be properly packaged and marked, and shall be delivered to the agreed place of delivery at the agreed delivery date.
4.2. Delivery shall be free of charge to the buyer's storehouse or from the factory as specified in the order, and Incoterms 1990 shall be applicable. If the buyer shall arrange carriage, the seller shall in good time prior to completion give notice of the measurements and weight of the goods and the time and place of collection. If the seller shall arrange carriage, he shall notify the buyer of the time of shipping so that preparations for receiving the goods can be made.
4.3. As soon as the seller understands or has reason to understand that the delivery will be delayed, he shall notify the buyer of the delay in writing and state the reason. The seller shall also inform the buyer of what measures he will implement to reduce the delay and also specify a new delivery date.
4.4. In the event of a delay a penalty of 1.0% of the total order sum will accrue for each commenced week, limited upwards to 10% of the same. Total order sum shall be understood to mean the sum of the amounts in the main order and all of any additional orders under the same order number. The buyer, moreover, reserves the right to cancel or maintain the order if the delivery period is not complied with. These claims will not be applicable if the seller can prove that the delay was due to force majeure.
4.5. If the seller or anyone to whom he is answerable has acted with gross negligence, the buyer may claim special compensation for the direct and indirect loss he suffers due to the delay.
5. Quality assurance and control
5.1. The seller shall have a quality assurance system adapted to the nature of the purchase or approved in accordance with ISO 9000 or similar standard. The buyer shall at all times be entitled to conduct inspections and checks at the sellers and/or any subcontractors to ensure that the delivery is made in accordance with the agreed quality system and the order. The seller shall undertake to assist in conducting such inspections. Similarly, the buyer can demand that a test record, certificate and calculations be presented.All documentation such as certificates, drawings, instructions etc. that the seller produced in connection with the order shall be regarded as part of the delivery.
5.2. If at any time the workmanship should prove to be defective or not satisfactory in any other way, the seller shall be required to immediately notify the buyer of the repairs that are necessary or required by the buyer's inspector. Costs of repairs and inspections of same shall be paid by the seller.
6. Defects and consequences of defects
6.1. The delivery shall meet the specifications of the order, including the agreed performance and utilization figures, and shall not have any defects of any kind. In addition, the technical workmanship shall comply with requirements in respect of design and first-class work that can be expected of modern technology. The most important spare parts for the delivery shall be available during the entire normal lifetime of the delivery, limited upwards to 10 years. Application and possible reselling shall not be in conflict with public rules of law or patent and/or other intellectual property rights of third parties. If the buyer, prior to delivery, has conducted inspections in accordance with Point 5, or the seller has sent drawings, goods or samples for review, this shall not limit the seller's liability for ensuring that the delivery is in accordance with the contract.
6.2. The seller guarantees that the delivery is without defects and that it meets the specifications of the order for a period of 24 months following delivery. The seller's liability does not include defects due to deficient storage, maintenance or incorrect installation on the part of the buyer, wrong use, alterations or repairs that the buyer has made incorrectly. Finally, liability does not include normal wear and tear and deterioration.
6.3. The buyer shall complain in writing within a reasonable period of time after having discovered defects. Replaced or repaired parts shall have a similar new guarantee period from the time of replacement or repair. The guarantee period shall not start as long as the delivery is out of order due to repairs.
6.4. If defects occur during the guarantee period the seller shall rectify these immediately. But if the buyer has objective reason to demand postponement, the rectification shall take place at a later date. If the defects are substantial the buyer may demand that the seller shall redeliver and rectify, and redelivery shall take place without costs for the buyer.
6.5. If the seller does not take the necessary steps to bring the delivery in compliance with the contract within a reasonable period of time, the buyer himself, or through others, shall be entitled to do what he finds necessary at the seller's expense and risk. The same applies if waiting for the seller to make repairs would lead to considerable inconvenience to the buyer. In such cases the seller shall be notified immediately.
6.6. If the delivery has defects that are not completely repaired in accordance with the provisions above, the buyer may demand a reduction in the price.
6.7. Should the delivery prove to have substantial defects of such a nature that they cannot be repaired within a reasonable period of time, the buyer shall be entitled to cancel the purchase and claim compensation for his direct loss.
6.8. The buyer can claim compensation for direct or indirect losses he suffers as a result of defects in the delivery if the seller or anyone to whom he is answerable has acted negligently.
7. Product liability
The seller alone or vis-à-vis any other party shall bear product liability that may be claimed in connection with the products in his agreement that are sold by the seller to the buyer. The seller shall thus undertake in very way to indemnify the buyer from all product liability and associated liability that may be claimed vis-à-vis the buyer in connection with these products. The supplier shall also undertake to pay any costs incurred by the buyer in this connection, whether this concerns payment of compensation, interest, costs, including legal costs etc.
8. Alterations
8.1. The seller shall be credited for additional work he must carry out in implementing alterations and for other direct costs incurred by him. If such alterations lead to savings for the seller, this shall be deducted from the purchase price.
8.2. If the parties do not agree on the sum to be credited as a result of the alterations, the seller shall, nevertheless, implement the alteration without waiting for a final solution.
9. Confidentiality
9.1. All the buyer's company secrets as well as all descriptions, formulas, models etc., which the seller has received from the buyer in connection with execution of the delivery shall be kept confidential and must not be duplicated or used for any other purpose than execution of the delivery. The seller shall be liable for damage suffered by the buyer as a result of violation of these obligations. The seller shall immediately return documents received upon demand.
9.2. The seller shall not take photographs on or of the buyer's property.
9.3. The seller shall not send out press releases, advertise or conduct any form of advertising concerning assignments he has been given without special permission from the buyer.
10. Terms of payment
10.1. Unless otherwise agreed payment shall be effected 60 days after the end of the month in which delivery took place, however, no earlier than 60 days after a correct invoice has been received. All invoices shall state the order number or other reference required by the buyer and shall clearly specify what the amount concerns.
10.2. If advance payment is agreed, the seller shall furnish a bank guarantee in the form of surety ship for the advance paid.
10.3. For purchases involving manufacturing the seller shall furnish an unconditional bank guarantee of 10% of the total order sum if no other bank guarantee or guarantee arrangement has been agreed. The bank guarantee shall be issued by a bank approved by the buyer and shall be valid until the complaint deadline has expired.
10.4. The buyer reserves the right to withhold payment for any and all deliveries that do not comply with the order or which the buyer cannot approve.
10.5. There will independent of reason be paid no interest on any open amount by suppliers, due to withhold of payments.
11. Law applicable and legal venue
11.1. These purchasing conditions with any additions or changes agreed in writing shall apply to the agreement. The agreement shall be subject to Danish law.
11.2. For this agreement the parties only agree to suits being brought before their court of domicile. In addition, the seller agrees to suits being brought before Århus byret (City Court).
