Last updated on October 8 2025
The following general conditions 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 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 2020). Distributor bears all costs, duties, taxes, insurance and regulatory responsibilities from the moment the goods are made available for collection.
If other terms of delivery have been agreed upon, they are to be interpreted in accordance with Incoterms 2020.
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 2020)” delivery is effectuated when Denico makes the goods available for collection by the buyer at the place of delivery.
Denico reserves the right to deliver goods by instalment. In such cases Denico shall notify the buyer of the delivery date of each instalment.
In a sale “Ex Works (Incoterms 2020)” 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 2020)” 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 notify Denico demand delivery and fix a final, reasonable time-limit for delivery. If the buyer wants to cancel the contract, should delivery not be effectuated within this time limit, such intention most be stated in the notice.
If delivery is not effectuated within the reasonable time-limit fixed in any notice served under clause 7.1, and the time-limit is exceeded by more than 20 (twenty) 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 shall have no right to damages or consequential loss arising from 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 10 (ten) 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 1 (one) month of delivery.
No complaint can be made after the deadlines stipulated in 8.2 and 8.3. If Denico enters any discussion with the buyer concerning a complaint lodged after expiry thereof, Denico does so purely as a gesture and without waving 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.
Except for what has been stipulated above Denico provides the goods “as is” without any warranty of merchantability or fitness for a particular purpose, and the buyer shall have no remedies.
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 fails to collect the goods within thirty (30) days after the date specified in Denico’s order confirmation as the availability date for collection (EXW), Denico shall be entitled to issue the invoice for such goods. In such case, the agreed payment term shall commence from the date of the invoice, irrespective of the actual collection date.
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 2020)”.
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 based on the prices prevailing at the time of delivery.
Denico may adjust prices at any time on thirty (30) days’ written notice to reflect changes in currency exchange rates, raw material costs, transportation, energy costs or regulatory requirements.
Payment shall be effectuated 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 2.5 (two 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.
If the buyer fails to make any payment within 14 days after the due date, such payment shall be deemed delayed for the purposes of this clause. In the case of two or more such delays within a 12-month period (after written notice from Denico), or if Denico has reasonable grounds to believe that buyer’s financial situation has materially deteriorated, Denico shall be entitled to require adequate and proportionate security for payment. Such security may, at Denico’s discretion, include a bank guarantee, advance payment, credit insurance, or any other appropriate form of assurance. Denico may suspend further deliveries until such security is provided, and such suspension shall not be considered a breach of the Agreement. If the buyer fails to provide the requested security within [30] days after Denico’s request, Denico shall be entitled to terminate the Agreement with immediate effect.
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.
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, labor disturbances, fire, flood, epidemic, earth-quake, 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 property damage except were caused by Supplier’s gross negligence or willful misconduct.
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.
The buyer shall maintain adequate product liability insurance and shall indemnify and hold Denico harmless from all third-party claims to the extent such claims exceed the limitations of this section or are not caused by Denico’s gross negligence or willful misconduct.
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 that the loss suffered is a result of willful misconduct or gross negligence by the defaulting party.
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.
Any disputes shall be finally settled by ICC arbitration in Copenhagen, Denmark, in the English language
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