Last updated on July 15 2024
The following general conditions shall apply to all goods or services supplied by Denico.
Conditions or requirements of the buyer contained in the buyer’s order, stated in his general conditions of purchase or elsewhere, shall not bind Denico unless Denico has accepted them in writing.
In the Buyer’s use of the goods the buyer shall observe all relevant national legislation including any regulation or requirement of governmental or other regulatory authority. Consequently Denico assumes no liability for any infringement of patents or violation by the buyer of any relevant legislation, regulation or requirement which is due to the Buyer’s use of the goods. This shall apply even if Denico, its employees or agents have made statements or recommendations (whether before or after the purchase) in this respect in relation to the goods.
All information in brochures, publications, etc. regarding goods offered for sale by Denico is based on Denico’s own research and development work. The information is of an informative nature only and does not constitute a warranty and Denico accepts no liability for relying on such information.
A final contract of sale shall not be deemed made until Denico has either forwarded a written order confirmation to the buyer or has delivered the goods to the buyer, whichever happens first.
Unless otherwise agreed in writing, the delivery terms are “Ex Works (Incoterms 2010)” (rules laid down by the International Chamber of Commerce regarding the interpretation of commercial terms).
If other terms of delivery have been agreed upon, they are to be interpreted in accordance with Incoterms 2010.
The stated date of delivery or length of time for delivery is an estimate made to the best of Denico’s knowledge. Denico shall notify the buyer of the actual date of delivery when it has been finally determined.
In a sale “Ex Works (Incoterms 2010)” delivery is effected when Denico makes the goods available for collection by the buyer at the place of delivery.
Denico reserves the right to deliver goods by instalments. In such cases Denico shall notify the buyer of the delivery date of each instalment.
In a sale “Ex Works (Incoterms 2010)” risk shall pass to the buyer on delivery and consequently Denico undertakes no liability for any damage to the goods caused in transit.
In a sale “Ex Works (Incoterms 2010)” the buyer is responsible for all costs incurred after delivery, including costs of insurance, storage, carriage and shipment.
The buyer shall be responsible for procurement and maintenance of insurance for the goods after delivery.
If delivery is delayed beyond the date or length of time agreed upon or stated by Denico according to 4.1, the buyer can by notice to Denico demand delivery and fix a final, reasonable time-limit for delivery. If the buyer wants to cancel the contract, should delivery not be effected within this time-limit, such intention shall be stated in the notice.
If delivery is not effected within the reasonable time-limit fixed in any notice served under clause 7.1, and the time-limit is exceeded by more than 10 (ten) days, then the buyer is entitled to cancel the contract. The buyer cannot cancel when goods are delivered to the buyer prior to his serving the notice of cancellation.
The buyer cannot claim damages of any kind whatsoever including damages for consequential loss suffered due to a delay.
Upon receipt of the goods, and before use thereof, the buyer shall make such examination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements and are fit for the purpose for which the buyer intends to use them.
Complaints about defects shall be made in writing and must reach Denico not later than 30 (thirty) days after the defect was or ought to have been detected. The complaint shall include a description of the alleged defect.
Claims based on defects shall be advanced within 6 (six) months of delivery.
No complaint can be made after expiry of the deadlines stipulated in 8.2 and 8.3. If Denico enters into any discussion with the buyer concerning a complaint lodged after expiry thereof, Denico does so purely as a gesture and without waiving the right to contend that the complaint in question was lodged too late.
If goods are defective and a claim based on the defect is brought against Denico, then Denico can choose within a reasonable time either to deliver replacement goods in return for the defective goods or make subsequent delivery, repair the defect or grant the buyer a pro rata reduction in the purchase price, whereupon the rectification of the defect shall be deemed final.
With the exception of what has been stipulated above Denico assumes no liability for defects and the buyer cannot assert any other rights in case of default than the ones stated above.
If the buyer is unable to collect the goods on delivery the buyer shall give notice thereof to Denico stating the cause of the expected delay and the time at which collection may be expected to take place.
If the buyer fails in due time to collect or receive the goods, or if, due to the conduct of the buyer, the goods cannot be transferred to the buyer, then Denico may either enforce or cancel the contract. The option can independently be applied to goods that have already been delivered to the buyer and goods that have not yet been delivered to the buyer.
If the buyer does not pay the purchase sum or if the buyer does not in time make arrangements for the payment of the purchase sum, then Denico may cancel or enforce the contract, although in the latter case Denico shall have the right to delay delivery of goods to the buyer.
Should Denico choose to cancel the contract, Denico can claim compensation for costs incurred as well as loss of profit.
Prices are based on the prevailing prices excluding V.A.T., costs, duties, etc. according to the delivery terms “Ex Works (Incoterms 2010)”.
If delivery takes place more than 90 (ninety) days after making the contract of sale, Denico can, in the absence of an express agreement to the contrary, invoice sales on the basis of the prices prevailing at the time of delivery.
Payment shall be effected to Denico’s address as stated in the invoice.
In case of late payment, Denico charges interest for default on the amount owing at the time in question, at a rate of 1.5 (one and a half) per cent per month from the due date. Interest will be calculated each month on the outstanding balance due which will include previously added interest, reasonable costs etc.
The buyer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by Denico.
Denico shall retain full and clear title to goods delivered hereunder, and ownership of the goods shall not pass to the buyer until full and final payment has been made.
Any sale is subject to reservation of ownership until the full purchase price of the items has been paid. This means that in case of non-timely payment, the seller can take back the sold items and make a residual claim against the buyer. The residual claim is calculated as the difference between the price that the seller in free sale can obtain for the goods withdrawn and the amount due under the contract of purchase (plus the cost of the take-back and the cover sale).
The seller is not obliged to have the item assessed prior to such a cover sale, but will, of course, endeavor to obtain the best possible price. If the goods taken back cannot be sold within a reasonable period of 6 months, the seller is entitled to dispose of the goods and make the entire claim against the buyer.
The seller's claim for damages in accordance with the general rules of Danish law is maintained regardless of the content of the agreed reservation of ownership.
Where the seller applies a reservation of ownership, the seller is entitled to immediately demand the sold goods back from the buyer.
Seller does not have to seek the assistance of the bailiff for such a return, as the parties agree upon the conclusion of the purchase to the seller's right to demand return in case of the buyer's failure to pay the purchase price in due time. Any attempt by the Seller to persuade the Buyer to fulfill its payment obligations shall not result in the Seller's right to exercise the reservation of title.
Neither party shall be liable to pay damages or make compensation in any way for any delay or failure to perform any of its obligations when such delay or failure is due to force majeure.
Force majeure is defined as an act of god or an event or contingency outside the reasonable control of the party affected thereby. It shall include but not be limited to delay in the delivery of or defects in goods supplied by subcontractors, substantial price increases for such deliveries, war (declared or undeclared), revolution, riot, strike and lockout, labour disturbances, fire, flood, epidemic, earthquake, explosion, blockade, embargo, unavailability of basic raw materials, lack of or failure of transportation, any unusual or unexpected acts of government or governmental agency, and other similar events.
Upon the occurrence of force majeure the party suffering thereby shall promptly give the other party written notice thereof specifying the cause of force majeure and how it will affect the performance of its obligations.
If the delivery of goods is temporarily prevented owing to force majeure events, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the contract.
If contractual performance, delivery of goods or other duties are prevented by force majeure for a period of 120 consecutive days, then either party may terminate the obligations prevented by force majeure.
Denico shall not be liable for personal injury or damage to property or goods caused by goods unless evidence is produced to the effect that the injury or damage was caused through wilful misconduct or gross negligence on behalf of Denico.
However, Denico shall under no circumstances be liable for damage to goods or property resulting from pollution of or through air, soil or water; nor shall Denico be liable for damage to goods or property which is due to the fact that the goods have been used as, added to or incorporated into finished products that are used in the operation of aircraft or in off-shore installations.
If damage caused by the goods purchased or danger that such damage will occur comes to the attention of the buyer, the buyer shall without undue delay notify Denico thereof in writing. The notice does not relieve the buyer of his obligation to minimize such damage.
To the extent Denico incurs product liability towards third parties, the buyer shall be under an obligation to indemnify Denico to the extent such liability exceeds the limitations according to this section 14.
The buyer hereby submits to the jurisdiction of any court before which an action for product liability may be brought against Denico.
The buyer shall notify Denico if third parties bring claims based on product liability against the buyer.
Sections 1.3, 1.4, 7, 8, 13 and 14 herein contain limitations of liability. Such limitations shall not apply to the extent the loss suffered is a result of wilful misconduct or gross negligence on behalf of the party which is in default.
However, notwithstanding any negligence, Denico shall never be liable for punitive damages, financial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise.
If the buyer has a financial claim on Denico, the latter shall be entitled to set off such claim in whole or in part against any claim that Denico or one of Denico’s subsidiaries or associated companies might have against the buyer or against one of the buyer’s subsidiaries or associated companies.
Securities provided by the buyer to Denico or one of Denico’s subsidiaries or associated companies shall secure any claim which Denico or one of Denico’s subsidiaries or associated companies has or might in future have against the buyer or one of the buyer’s subsidiaries or associated companies.
The validity, construction and performance of the obligations of the parties shall be governed by and interpreted in accordance with the laws of Denmark.
Disputes, controversies, claims or differences which may arise between the parties out of, in relation to, or in connection with delivery of goods or services from Denico, or for the breach thereof, shall be settled by the ordinary courts of law.
The Court of Copenhagen, Denmark, shall be the accepted venue in the first instance. However, Denico shall be entitled to sue the buyer at the buyer’s venue, if the lawsuit is necessary for Denico in order to collect a financial claim originating in deliveries made to the buyer.
However, each of the parties shall be entitled to sue the other party, at the venue of that party, provided the action is brought in connection with the enforcement of a judgment duly made hereunder.
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