GENERAL SALES & DELIVERY TERMS
1.0 GENERALLY
1.1 The following General Sales and Delivery Terms (hereinafter
”Delivery Terms”) apply to all deliveries of products and/or
services (hereinafter “Products”) from Cabicon a/s
(hereinafter “Cabicon”) to any customer (hereinafter “Buyer”)
unless otherwise agreed in writing.
1.2 Any general purchasing conditions of the Buyer that may differ
from the Delivery Terms are not binding on Cabicon regardless of
whether these are part of the Buyer’s sales documents, including
the Buyer’s acceptance. This applies regardless of when the
Buyer sends his purchase terms and conditions, and whether or
not Cabicon has objected to such terms.
1.3 The required written documentation of these Delivery Terms
may be fulfilled by e-mails.
2.0 OFFERS
2.1 Cabicon’s written offers apply for 30 days unless stated
otherwise in the offer. An agreement has been concluded upon
Cabicon’s receipt of the Buyer’s written agreement. Any oral
offers shall be accepted immediately. Any offers from Cabicon
are given subject to goods being unsold.
2.2 Any bid from the Buyer is first accepted by Cabicon upon the
Buyer’s receipt of Cabicon’s written acceptance.
3.0 PRICES
3.1 All prices are quoted in Euros (€). The prices are exclusive of VAT,
freight, customs, and any taxes.
3.2 Cabicon reserves the right to adjust the prices quoted and/or
agreed for Products not yet delivered in case of exchange rate
changes, price increases from suppliers, material price increases,
changes in labour wages, freight, customs, tax, government
intervention, etc.
3.3 Cabicons environmental charge is pr. 01.10.25 12 € or 13 USD ex
VAT per invoice. They cover costs that are imposed on us based
on a regulatory requirement and a socially responsible
consideration. Environmental charge is regulated to the extent
necessary.
4.0 DELIVERY & TRANSFER OF RISK
4.1 The Products are delivered Ex Works Emil Neckelmanns Vej 5,
5220 Odense SØ or another place in Denmark as given by
Cabicon. ”Ex Works” shall apply according to the version of
Incoterms in force at the time for the conclusion of the
agreement.
5.0 FREIGHT AND PACKAGING
5.1 Any order will be added with an amount to cover for any freight
charges. The freight charges will appear on the invoice.
5.2 If the Buyer does not inform otherwise, Cabicon may dispatch
the Products by a recognized carrier of their own choice. All
freight charges shall be paid by the Buyer and the transport is
made at the risk of the Buyer.
5.3 The freight charges are not reimbursed in case of any returning
of the products.
6.0 PAYMENT
6.1 Unless otherwise agreed in writing, the purchase price shall be
paid in cash.
6.2 For late payments, an interest of 2% per month is charged of the
amount due calculated from the due date. Any amount received
shall cover any accumulated interest first and thereafter the
oldest invoice of the principal amount.
6.3 A reminder fee of DKK 14 € is charged for each reminder.
6.4 Payment cannot be made by any set-off that is under dispute.
6.5 Failure to comply with Cabicon’s Terms of Payment is considered
a substantial breach justifying Cabicon to stop any further
supplies and require immediate payment of any amount due or
not yet due.
7.0 TIME OF DELIVERY & DELAYS
7.1 The delivery time is set by Cabicon at the best estimate on the
basis of the factors that were known at the time for the
submission of the offer/acceptance of the bid. Unless the Buyer
has stated prior to the conclusion of the agreement that delivery
must be made at the exact time, any delays of 14 working days
shall be deemed delivered on time in every respect not giving
the Buyer any reason to exercise any remedies towards Cabicon.
Cabicon shall notify the Buyer without undue delay of any
changes of the delivery time.
7.2 In case of delays, the Buyer will be informed. In such case, the
Buyer will have no other rights but a cancellation of the
purchase. The Buyer can only cancel the purchase if the delay is
significant to the Buyer. In such case – and after delivery should
have taken place – the Buyer must submit a written request to
Cabicon that the delivery is required within 8 days. If delivery is
not made before the deadline, the Buyer may cancel the
purchase.
8.0 RETURNING OF PRODUCTS
8.1 Any returning of Products is only accepted after a prior written
agreement. It is required that Products being returned are
marketable, undamaged, and packed in the original, undamaged
packaging. Copies of invoice or packing list must be included. In
case of error delivery, contact Cabicon for return of the Product.
8.2 In case of returning of Products, a handling fee of 20% of the
Product price is charged which is deducted from the amount.
8.3 Any returning of the Products is made at the Buyer’s expense
and risk.
8.4 Any returning of Products that are custom made or taken home
especially will not be accepted.
9.0 RETENTION OF TITLE
9.1 With the limitations in connection with the mandatory rules,
Cabicon retains title to the Products sold until the purchase price
and extra charges paid by Cabicon on behalf of the Buyer have
been paid. Until such payment has been made, the Buyer has no
right to sell or otherwise dispose of the Product in any way that
conflicts with Cabicon’s retention of title.
9.2 In case of any conversion or processing of the Product without
losing its distinctive character, the retention of title is
maintained to include the value of the converted or processed
Product corresponding to the value of the sold Product prior to
any such conversion or processing was made.
10.0 PRODUCT INFORMATION, PRODUCT MODIFICATIONS &
CONFIDENTIALITY
10.1 Any information of the Products is only binding to the extent as
expressed by Cabicon in writing in offers or order confirmations
whether such information was given by Cabicon or one of its
business partners. On the other hand, any specific requirements
from the Buyer are binding only to the extent as confirmed in
writing by Cabicon.
10.2 Cabicon reserves the right to alter all Products and Product
information without prior notice provided this can be made
without any essential changes of the agreed specifications or the
shape or function of the Products.
10.3 Any drawings, specifications, and further information which are
not publicly available, remain the property of Cabicon and must
be treated with confidentiality by the Buyer. Confidential
materials must not be copied, transferred to any third party, or
misused in any way without the prior consent of Cabicon and
must be returned upon Cabicon’s request.
10.4 The Buyer assumes the risk of his own concrete application of
the Product and its positioning in the market.
11.0 COMPLAINTS & REMEDIES
11.1 Any risk of the products is assumed be the Buyer at the time of
delivery. The Buyer is required to make a thorough examination
of the Product upon delivery or no later than 8 days after
delivery. If the Buyer complains about any defects, he must
inform Cabicon giving a detailed, written description of the
defects. Such information must be sent to Cabicon immediately
when the defect is or should have been identified by the Buyer.
11.2 If the Buyer fails to submit the complaint in a timely manner, the
Buyer loses the right to complain about the defect.
11.3 If the Buyer has failed to complain about a defect to Cabicon
within 12 months after delivery, the Buyer loses the right to
complain about the defect.
11.4 If a Product is defective and the Buyer has complained in a
timely manner, then Cabicon has the right to remedy the defect
at its own choice, replace the Product, or credit the purchase
price to the Buyer against the Buyer’s simultaneous returning of
the Product.
Cabicon is not responsible for any further defects. This includes
any loss arisen from the defect, consequential operational loss,
loss of earnings, or other consequential financial or indirect loss.
Any claims against Cabicon made by the Buyer can never exceed
the contractual amount.
11.5 In case the Product is modified or disassembled without the
consent of Cabicon, any liability or warranty of Cabicon will be
void.
12.0 PRODUCT LIABILITY
12.1 Cabicon is responsible and liable for product liability according to
Danish law on product liability with the limitations mentioned in
the following.
12.2 Cabicon is not liable for any damage, though, caused by a
Product to real or personal property which occurs while the
Product is in the Buyer’s possession. Also Cabicon is not liable for
any damage to products produced by the Buyer, or to any
products containing products produced by the Buyer.
12.3 In cases where Cabicon is imposed a product liability towards
any third party for such damage and loss for which Cabicon is not
liable towards the Buyer in accordance with these Delivery
Terms or otherwise, the Buyer is liable to indemnify Cabicon.
12.4 Cabicon is not liable for any downtime, lost earnings, or other
consequential financial or other indirect losses, whatsoever.
12.5 With the limitations according to the Danih Product Liability Act,
the responsibility and liability of Cabicon in case of other damage
than personal injuries cannot exceed a maximum of DKK
1,000,000.00 per delivery.
12.6 If a third party makes a claim against one of the Parties for
compensation under this item, that Party shall immediately
notify the other Party thereof.
12.7 Cabicon and the Buyer are mutually obliged to let themselves be
summoned to the court or arbitral tribunal which deals with
liability raised against one of them on the basis of damage or loss
allegedly caused by the Product. The dispute between the Buyer
and Cabicon shall always be determined by the chosen court in
accordance with these General Sales & Delivery Terms.
13.0 LIMITATION OF LIABILITY & FORCE MAJEURE
13.1 The following circumstances shall exempt Cabicon of liability if
the circumstances occur after the offer was made and if these
circumstances exempt Cabicon from performing the agreement:
Extraordinary circumstances that prevent, impede, or increase
the cost of fulfilling the agreement, including but not limited to:
labour disputes (e.g. strikes, lockouts, slow-downs, etc.),
illnesses, uncontained fires, unrests, riots, war, terrorism, lack of
means of transport, scarcity of goods, currency restrictions,
public seizures, import and export embargoes, or resale bans,
lack of energy supply, substantial increases of prices and/or
taxes, foreign currency fluctuations, production and delivery
difficulties beyond Cabicon’s responsibility, as well as the
occurrence of force majeure and/or hardship suffered by
relevant suppliers.
13.2 Under such conditions, Cabicon is entitled to fully or partially
cancel any offer and standing order, or postpone any agreed
supply of the Products, and is free from liability of any non-,
partially, or late delivery, as well as any loss suffered by the
Buyer and caused fully or partially by the above circumstances.
13.3 The fact that an offer is made under conditions as mentioned
under the above item 13.1 shall not prevent Cabicon from
making the above provisions applicable if the same conditions
reoccur during the term of the agreement, or if the conditions
prevail for a longer time than expected, but with other or
stronger effects occurring after the offer was made.
14.0 PARTIAL INVALIDITY
14.1 In case one or more provisions of these Delivery Terms are held
to be invalid, illegal, or for some other reason cannot be
completed, this shall not affect the validity of the other
provisions.
15.0 DISPUTES, JURISTICTION & GOVERNING LAW
15.1 Any disputes between the Parties shall be settled amicably. If
this is not possible, the dispute shall be decided in accordance
with Danish law by one of the Danish courts. The Danish
International Private Law referring to a foreign court, as well as
the International Sale of Goods Act (CISG) are not applicable. The
matter shall be decided by the local juristiction of Cabicon.