General terms of sale and delivery for Teknos A/S

 

Order intake

§ Offers are non-binding until an order confirmation has been issued.

§ If an offer is accepted by ordering from a representative of Teknos, the order is binding unless, after receiving notification of the order, Teknos declares that it cannot be accepted.

§ The price is applicable on the date of the order confirmation. In the event of an agreed delivery date that is later than 1 month after the date of the order confirmation, the price will be the applicable price at the time of delivery. If, between the time of the order confirmation and the delivery, there is a general increase in the price of raw materials, labour costs as stipulated by collective agreement, taxes, Danish krone exchange rate against foreign currencies or other circumstances beyond the control of Teknos, Teknos shall be entitled to raise the price accordingly. Price increases caused by the above-mentioned factors must be reported to the buyer before the goods are shipped. Smaller orders will be subject to a handling fee. 

Delivery

§ Delivery is ex works (ex works Incoterms 2000). Teknos shall ensure shipment and chooses the shipping method. Shipment will be at the buyer’s expense and risk. When Teknos delivers with its own vehicle, deliver is DDP (Incoterms 2000).

§ If franco delivery is agreed, the shipping costs will be included in the price and the shipment will be at the supplier’s risk.

§ The product is packaged in Teknos’ standard packaging, as well as external packaging that Teknos deems necessary and sufficient for the shipment. Packaging is included in the price, unless otherwise agreed. Statutory packaging fees will be billed separately. Packaging that is marked as returnable packaging and belongs to Teknos shall be returned DDP (Incoterms 2000) by the buyer in cleaned and undamaged condition.

§ The buyer is entitled to cancel the order in the event of a delay of more than 30 days from the agreed time of delivery. Teknos can only be held responsible for delays due to gross negligence on the part of Teknos. Teknos can in no way be held liable for any indirect losses, such as, but not limited to: operating losses, loss of time, loss of profits, loss of rent and buyer-imposed daily fines.

§ The product is delivered in Teknos’ standard quality, unless otherwise agreed.

§ If the product is made to order, Teknos is entitled to deliver and invoice up to 10% more or less than the agreed volume.

Payment

§ Payment for the delivery must take place no later than the invoice-specified payment due date. In the event of payment after this date, the buyer shall be obliged to pay interest at the applicable default rate, in accordance with the Act on interest on late payment.

§ Exchange or promissory notes shall not be considered payment until full payment has been made.

Deficiencies and claims

§ The product is delivered in standard quality, unless otherwise agreed. If the product delivered does not correspond with the specifications of Teknos or special specifications agreed with the buyer, Teknos must deliver replacement goods at no cost to the buyer. Teknos is entitled to require the return of faulty goods. Returns can only be made by agreement.

§ If the delivery is wholly or partially used, Teknos may choose to repay the invoice price instead of delivering a new product. Aside from the above, Teknos cannot be held liable for compensation of direct or indirect losses. The buyer must immediately, and no later than 8 days after receipt, report defects and deficiencies that the buyer either has or should have observed at the time of receipt of the delivery.

§ The buyer is obliged to follow the instructions provided by Teknos for product use and storage. This information is based on laboratory tests and/or technical application tests and constitutes a guide for the selection of products and working methods. As the buyer’s working conditions and routines are outside of Teknos’ control, Teknos accepts no responsibility for the results achieved; thus, the buyer is obliged to conduct quality control.

Responsibility for damages caused by the delivery

§ Teknos’ responsibility is exclusively limited to direct property damage proven to be caused by defects or negligence by Teknos or others who are responsible for deficiencies or defects in the delivery.

§ In the case of liability pursuant to the above, such liability shall not include operating losses, loss of time or other indirect losses.

§ Teknos is not responsible for any damage caused by improper use or unusual use of the delivery, including its use on surfaces or its exposure to weather, humidity, and other conditions for which the product is not intended. Teknos is not responsible for damages caused by inadequate or inappropriate storage.

§ To the extent that Teknos may be imposed with product liability in regard to a third party, the buyer is obliged to hold Teknos indemnified to the same degree that Teknos’ liability is limited by the above provisions of these terms of sale and delivery.

§ If the third party makes a claim against one of the parties for compensation in reference to these terms of sale and delivery, that party must immediately notify the other party.

§ Teknos and the buyer shall be mutually obliged to let themselves be summoned to the court considering the claims made against one of the parties due to damage allegedly caused by the delivery.

Applicable law and venue

§ The legal relationship between the buyer and Teknos is subject to Danish law and disputes originating from the legal relationship shall be resolved by Teknos’ venue.

04-06-2010