General conditions

General conditions of sales and delivery

1.Validity
These conditions apply to all sales and deliveries unless other terms are agreed upon and confirmed in writing by ScanBelt A/S.

2. Price
 
2.1 All prices are in Danish Kroner (Dkr.) and exclusive of VAT. Until the delivery, the buyer is obliged to accept any changes in price as a result of a documented increase in expenses for the seller due to a change in foreign exchange
quotations, taxes, duties etc. regarding the order previously agreed on.

3. Payment
 
3.1 Payment shall be made no later than the date which is specified on the invoice as the last date for payment.
If such a date is specified, the conditions of payment shall be cash on delivery.
 
3.2 If the delivery is postponed due to buyer conditions (creditor’s default), the buyer is nonetheless obliged to make all payments to the seller as if the delivery had arrived at the time agreed upon - unless the seller, in writing, has informed the buyer of any changes.
 
3.3 Any delay in payment will automatically and without further notice be subject to a penalty of 2% per commenced month on any amount.
 
3.4 Under no circumstances may the buyer withhold all or part of any payment to the seller or offset all or part of any payment to the seller against any outstanding claim against the seller.

4. Retention of title
 
4.1 The seller, or a third party, to whom he has assigned his rights (cf. 9), retains the title to the goods sold, within those limitations prescribed by statute until the invoice amount and any expenses incurred have been received in
full.
 
4.2 If the items are sold with a view to their being built into a larger unit or being joined with other objects, then said items are not subjected to the above retention of title provision after any such building in or joining has taken
place.

5. Delivery
 
5.1 Unless other terms are agreed upon and confirmed in writing by ScanBelt A/S, delivery is ex. works.
 
5.2 The specified time of delivery is set by the seller as the best estimate in the light of conditions prevailing at the time the quotation was made and the agreement entered into. Unless specifically agreed elsewhere, a deferment of the delivery by as much as fourteen days due to circumstances at the seller shall in every respect be understood as constituting a delivery within a reasonable period of time, and the buyer may not on the basis of such a deferment bring any claims against the seller.
 
5.3 If delays in the delivery occur because the seller finds himself in one of the circumstance started in 6.4., deferment in delivery shall be to that period of time for which the circumstances persists, though either party shall be entitled, without incurring any further liability, to annul the agreement if the delay caused by said circumstances exceeds three months. This provision applies no matter whether the cause to such a delay began prior of or after expiration of the agreed delivery schedule.
 
5.4 The seller shall in the above-mentioned situation and without undue delay inform the buyer of the changes
in the delivery schedule.
 
6. Packing
 
6.1 The buyer pays for the packing, unless it is clearly evident that it is included in the price.
 
7. Defects and claims
 
7.1 Upon receiving the items the buyer shall immediately inspect them in a accordance with proper business practice.
 
7.2 Any claim regarding defects in the goods supplied must be submitted in writing by the buyer to the seller immediately. When such defects are noticed or should have been noticed if they are to be upheld. If the buyer notices or should have noticed a defect but does not make a claim as outlined above, he may not make such a claim at a later time.
 
7.3 The seller may elect either to remedy the defect on the delivered item or re-deliver.
 
7.4 Having received written notice as described in 7.2. The seller shall deal with the defect without undue delay.
The seller shall cover all costs associated with this. Repairs shall be carried out on the buyers premises unless the seller feels it expedient for the defective part or materials to be returned so that the seller can repair or replace it in his own workshop. If the disassembly and assembly of such defective parts require technical expertise then the seller is obliged to undertake said disassembly or assembly. If such technical expertise is unnecessary the sellers liabilities regarding the defective part are met when a suitable repaired or new part is delivered to the buyer.
 
7.5 If the buyer has made a claim as specified in 7.2. and events prove that no defect exists for which the seller is found liable, the seller shall be entitled to remuneration for the work and the expenses incurred in investigating the claim.
 
7.6 If remedy or re-delivery as detailed in 7.3. does not occur within a reasonable period of time, buyer, in compliance with normal Danish Law and under the terms of these general conditions of sale and delivery, is entitled
to terminate the agreement, demand a price reduction, or demand compensation.
 
7.7 If the buyer has not drawn the sellers attention to any defect in the delivered items within twelve months of their being delivered, then no such claim can be made in the future. The seller shall have similar liabilities for parts which are replaced or repaired as for the original items (cf. 7.3.) for a further period of twelve months, though with the provision that the sellers defect liability for any part of the item shall not extend longer than two years after the original date of delivery.
 
7.8 If any changes or alterations are made to the items supplied without the sellers written agreement, the seller shall be released from all liability.

8. Limitations of liability
 
8.1 Any claim made by the buyer may not exceed the invoice amount for the item in question.
 
8.2 The seller's liabilities only cover defects which occur under the operating conditions described in this agreement and during correct use of the items supplied. The sellers liabilities shall not extend to defects that arise due
to causes which occur after liability has passed to the buyer.
Liability does not cover defects due to poor maintenance, incorrect assembly carried out by the buyer, changes made without the sellers prior written permission, or repairs carried out in an inadequate manner by the buyer.
Liability does not include the consequences of any errors or defects in the design used by the seller, nor a failure to follow the sellers instructions. Finally, liability does not cover normal wear and tear.
 
8.3 The terms of this agreement do not make the seller liable for loss of production, loss of profit, or any other indirect loss which may occur, including indirect loss which may occur as a result of delays or of defects in the
items supplied.
 
8.4 The following circumstances shall result in the seller being exempted from liability if they prevent the terms of the agreement being met or make meeting the terms of the agreement unreasonably burdensome:
Labour disputes and any situation over which the parties have no control, such as fire, war, the general mobilisation of troops or unforeseen call up orders affecting straff on a similar scale, commandeering of facilities and/ or
raw materials, foreign currency restrictions, riots and unrest, lack of transportation facilities, normal shortages of goods, and energy supply restrictions and in addition defects in or delays to deliveries from subcontractors
which are due to one or more of the circumstances named above. Any of the above-mentioned circumstances which began prior to the quotation being made and the agreement entered into shall only exempt the seller from liability if their effect on the fulfilment of the agreement could not reasonably be foreseen at that time.
 
8.5 The seller is obliged to inform the buyer in writing and without undue delay should any of the circumstances named in 8.4. occur.

9. Return of items
 
9.1 Unless otherwise agreed, items sold can be returned only on the receipt of the written agreement of the seller and with a ten percent deduction.
 
9.2 In case the seller has a right to annul the agreement or if the sold goods are returned to the seller with the intention that they are to be repaired or replaced, the freight is to be paid by the buyer and at the buyer’s own risk.
If the seller is inflicted any freight charges etc. the seller is entitled to demand that these are refunded by the buyer and/or include them in any claims the buyer might have against the seller.
 
10. Product liability
 
10.1 Product liability is subject to Danish Law current at the time in question. Except to the extent to which he is made liable for any loss of production, loss of profit or any other indirect loss. The sellers liability is in all situations limited to the cover available through the sellers product liability insurance.
 
11. Transfer or rights and obligations
 
11.1 The seller is entitled to transfer all rights and obligations named in this agreement to a third party.

12. Disputes
 
12.1 Any disputes that may arise between the parties relating either to these general conditions of sale and delivery or to other commercial transactions between the parties is to be resolved by arbitration and according to Danish Law.