Terms of sale and delivery - 20.01.2020 v.2 - Flipbook - Side 1
General Terms and Conditions of Sale
ACCOFLUOR A/S, CVR-Nr. 28870493, Topstykket 23, 3460 Birkerød
1.
Application
These terms and conditions together with ACCOFLUOR A/S’ (“AF”) offer and order confirmations constitute the total contractual basis for the sale and delivery of products,
spare parts and ancillary services to the customer (the “Contractual Basis”), unless otherwise agreed in writing.
The customer’s purchasing conditions printed on orders or otherwise communicated to
AF do not form part of the contractual basis.
2.
Price, quote and order confirmations
The prices for products, spare parts and ancillary services shall be those set forth in AF’s
applicable price list at the time of confirming the customer’s order, unless the parties
have agreed otherwise in writing. All prices are exclusive of taxes, impositions and other
charges, including, but not limited to, sales, use, excise, value added, and similar taxes
or charges imposed by any government authority.
All offers are valid for 14 days from the date of the offer, unless otherwise stated in the
offer. Acceptance of offers received by AF after expiry of the 14 days period shall not
bind AF unless the customer is notified to the contrary by AF.
AF strives to send order confirmation or rejection of an order for products, spare parts
or related services to the customer in writing within 3 working days of receipt of the
order. Confirmations and refusals of orders must be in writing in order to bind AF.
AF reserves the right to reject orders below DKK 850 per line.
The customer cannot change a given order for products, spare parts or ancillary services
without AF’s written consent.
If AF’s confirmation of an order for products, spare parts or related services does not
comply with the customer’s order or the contractual basis and the customer does not
wish to accept the conflicting terms, the customer must notify AF in writing at the latest
24 hours after receipt of the order confirmation. Otherwise, the customer is bound by
the order confirmation.
Information on product information, including prices, drawings, specifications etc., as
well as other details in AF’s catalogues, advertisements, promotional material or similar,
including the website of AF, shall not be legally binding and solely be considered as
indicative.
Unless otherwise agreed, AF’s products are produced in accordance with ISO 2768.
AF does not warrant or guarantee that the products are suitable for the customer’s
needs/use or that the product has special characteristics. The customer is responsible
for ensuring that the product is suitable for the customer’s needs/use or that the product has special characteristics.
3.
Delivery
3.1
Passing of risk
All deliveries of products shall be Ex Works, Topstykket 21-23, 3460 Birkerød.
The risk of loss of or damage to the goods shall pass to the customer in accordance with
the agreed delivery terms. This applies regardless of whether AF has undertaken to pay
the delivery costs in accordance with Section 3.2.
Title to goods delivered shall remain vested with AF and shall not pass to the customer
until the goods have been paid for in full, including interest and costs.
3.2
Shipping Costs
The customer pays all shipping costs including insurance.
Subject to prior written agreement AF may undertake to pay parts of applicable shipping
costs. Such an agreements shall appear on the order confirmation in order to bind AF.
3.3
Partly deliveries
AF reserves the right to make partly deliveries. It is the customer’s responsibility to
cover any additional delivery costs associated with the partly delivery.
3.4
Delivery margins
For production reasons, AF reserves the right to supply a number of goods which deviate from the agreed quantity by up to 10%.
3.5
Delivery time
The time of delivery is shown on the order confirmation
3.6
Packaging
AF is responsible for ensuring that the goods are adequately packaged at the time of
delivery.
The cost of any special packaging rests with the customer after AF’s assessment.
4.
Payment
4.1
Payment terms
Payment for products shall be made within 14 days of the date of invoice without offset
or deduction, unless otherwise agreed in writing.
4.2
Delayed payment
If the customer does not pay in due time, AF will charge interest from the due date to
the date of payment at the rate of 3% per month.
If the customer fails to pay a due invoice for products, spare parts or ancillary services
within 14 days after receipt of written claim for payment from AF, AF has the right, in
addition to interest under this clause 4.2, to: (i) terminate the sale of the products,
spare parts and/or ancillary services for which the delay relates, (ii) terminate the sale
of products, spare parts and/or related services that have not yet been delivered to the
customer, or require a prepayment, and/or (iii) make other remedies available to AF.
4.3
Set-off and suspension of performance
The customer is not entitled to set-off any counterclaim in the purchase price or to
withhold any part of the purchase price due to counterclaims of any kind.
If the customer does not pay in due time, AF may suspend the performance of on-going
orders and the material provided by the customer until the receipt of full payment of
any claim.
5.
Breach
5.1
Non-conformity
5.1.1
AF’s responsibility
AF is only responsible for defective goods if the deficiencies are caused by gross negligent or intentional acts or omissions on part on AF.
5.1.2
Customer’s inspection and notice
The customer is obliged to promptly carry out inspection of the goods and to carry out
thorough inspection of these before they are put into use.
If the customer ascertains or should find that the goods are suffering from a defect, the
customer shall be obliged to give written notice thereof immediately after the defect is
or should have been ascertained and no later than 8 days after the delivery has taken
place. If a defect that the customer discovers or should have discovered is not communicated in writing to AF within 8 days after delivery, it may not be invoked later.
The customer must provide AF with information of an error or defect which is requested
and must, if requested, return the product concerned.
It is the customer who has the burden of proving that the defect relied on by the customer in respect of the products, spare parts or ancillary services was present at the
time of delivery to the customer, as set out in the annex. Section 3.1. In the absence of a
deficiency for which the person is responsible, is entitled to compensation for the work
and the costs incurred BY the complaint.
5.1.3
Remedies for breach in case of defects
5.1.3.1.
Repair or replacement
Upon reasoned and timely complaint, it shall, at its sole discretion, undertake, within a
reasonable time, to carry out the replacement or to remedy the defect, if the liability
of the Section 5.1.1
In the event of offering remedies for the defect or replacement, the customer is not entitled to assert any other remedies. No liability for any delay resulting from the remedy
or exchange. Any shipment in connection with remediation or exchange takes place at
the customer’s expense and risk.
5.1.3.2
Proportional Refusal
If the judge considers that the remedy cannot be remedied, the customer is entitled to
a proportional reduction in the price. The refusal shall be based on the ratio of the value
of the defective product to a non-total product and may not exceed 15% of the purchase
price of the product concerned.
5.1.3.3
Repeal
If AF is responsible for the deficiency referred to in Section 5.1.1 and the defect is not
due to one of the conditions mentioned in paragraphs 5.4, 5.5 or 8, and that the deficiency is significant and has not remedied the deficiency set out in the annex. 4.1.3.1,
the customer may, by written request, require that no-charge delivery takes place within
14 days. If there is no shortage OF supply within that period, the customer is entitled to
withdraw the purchase by written order.
The delivery of up to 10% of the number of goods less than the agreed, does not constitute a default. PK. 3.4.
5.1.3.4
replacement
If AF is responsible for the deficiency referred to in Section 5.1.1 and the defect is not
due to one of the conditions mentioned in paragraphs 4.4, 4.5 or 8 and the customer
chooses to withdraw the purchase cf. 5.1.3.3, the customer may claim compensation for
his loss in accordance with Danish law, subject to the limitations set out in paragraphs
5.4, 5.5 and 8. However, the obligation of the Af to pay compensation may in no case
exceed 15% of the purchase price of the defective product. In addition, the customer is
not entitled to any other compensation or compensation.
5.2
Delay
5.2.1
AF’s responsibility
AF is solely responsible for the delay if the delay is attributable to acts or exceptions
attributable to them as grossly negligent or intentional.