GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1.0 GENERAL

1.1 The following general terms and conditions of sale and delivery (hereinafter “Delivery Conditions”) 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 differ from the Delivery Conditions are not binding for Cabicon, regardless of whether these are part of the Buyer’s sales documents, including Buyer’s acceptance. This applies regardless of when the Buyer submits its purchasing conditions, and whether Cabicon has not objected to such terms.

1.3 Requirements for written form in these Delivery Conditions can be fulfilled by using email.

2.0 OFFER

2.1 Cabicon’s written offers are valid for 30 days, unless another acceptance period is stated in the offer. An agreement is entered into when Cabicon has received the Buyer’s written agreeing acceptance. Any verbal offers must be accepted immediately. Any offer from Cabicon is made with reservations for intermediate sale.

2.2 Purchase offers from the Buyer are only accepted by Cabicon when the Buyer has received Cabicon’s written acceptance.

3.0 PRICES

3.1 All prices are stated in Danish Kroner (DKK). Prices are provided exclusive of VAT, freight, customs duties, taxes, and other charges.

3.2 Cabicon reserves the right to adjust the offered and/or agreed prices for undelivered Products in the case of exchange rate changes, price increases from suppliers, increases in material prices, changes in labor costs, freight, customs duties, taxes, government interventions, or similar.

3.3 As of 01.03.23, the environmental fee is 59 DKK ex VAT per invoice. These cover costs imposed on us based on legislative requirements and a socially responsible consideration. The environmental fees are adjusted as necessary.

4.0 DELIVERY AND TRANSFER OF RISK

4.1 The Products are delivered Ex Works Emil Neckelmanns Vej 5, 5220 Odense SØ or another place in Denmark indicated by Cabicon. “Ex Works” should be interpreted in accordance with the version of Incoterms that is effective at the time of the agreement.

5.0 FREIGHT AND PACKAGING

5.1 Any order will be subject to a charge to cover shipping costs. The shipping costs will be stated on the invoice.

5.2 If the Buyer does not state otherwise, Cabicon may send the Products with a recognized freight carrier of its own choice. All costs associated herewith shall be borne by the Buyer, and the transport occurs at the Buyer’s risk.

5.3 Shipping costs are not refunded in case of returns.

6.0 PAYMENT

6.1 Unless otherwise agreed in writing, the purchase price is paid in cash.

6.2 In case of delayed payment, a default interest of 2% per month is charged on the amount due at any time from the due date. Any amounts received cover firstly accrued interest and then the principal, depreciating the oldest invoice first.

6.3 For each reminder sent, a reminder fee of DKK 100.00 is charged.

6.4 Payment cannot be made by set-off if the counterclaim is disputed.

6.5 Failure to adhere to Cabicon’s payment terms is considered a material breach, entitling Cabicon to stop any further deliveries and to demand any due or not yet due receivable paid immediately.

7.0 DELIVERY TIME AND DELAY

7.1 The delivery time is set by Cabicon based on the best estimation according to conditions known at the time of making the offer/accepting the purchase offer. Unless the Buyer has informed prior to the agreement is made, that delivery must take place at an exact time, a postponement of the delivery time by 14 working days is in any respect considered timely delivery, so that the Buyer can not, on this account, exercise any rights of default against Cabicon. Cabicon shall without undue delay notify the Buyer of changes in the delivery time.

7.2 In case of a delay, the Buyer will be informed. In case of delay, the Buyer does not gain other rights than to cancel the agreement. The Buyer can only cancel the agreement if the delay is significant for the Buyer. In such case – after delivery should have taken place – Buyer must send a written request to Cabicon with a demand for delivery within 8 days. If delivery has not occurred by the end of the 8-day period, the Buyer may cancel the purchase.

8.0 RETURNED GOODS

8.1 Products are only accepted for return after prior written agreement. It is always a requirement that the products upon return are saleable, in undamaged condition, and in the original, undamaged packaging. A copy of the invoice or delivery note must be attached. In case of incorrect delivery, contact Cabicon for returning the product.

8.2 Upon return, a handling fee of 20% of the Product’s price is deducted from the credited amount.

8.3 The return of the products is at the Buyer’s expense and risk.

8.4 Products manufactured or specially ordered are not accepted for return.

9.0 RETENTION OF TITLE

9.1 With the limitations imposed by imperative legal rules, Cabicon reserves the ownership of the sold item until the entire purchase amount and other costs incurred by Cabicon on behalf of the Buyer have been paid. Until this occurs, the Buyer is not entitled to resell the Product or otherwise dispose of the Product contrary to Cabicon’s retention of title.

9.2 In case of transformation or processing of the Product without losing its distinctiveness or identity, the retention of title remains so that it includes the transformed or processed item for the value the sale item represented without transformation or processing.

10.0 PRODUCT INFORMATION, PRODUCT CHANGES, AND CONFIDENTIALITY

10.1 Any information concerning product information is only binding to the extent Cabicon has expressly referred to it in writing in the offer or order confirmation, whether it originates from Cabicon or one of Cabicon’s business connections. Correspondingly, specific requirements from the Buyer are only binding to the extent they are confirmed in writing by Cabicon.

10.2 Cabicon reserves the right to make changes to all products and product information without notice if this can be done without any substantial changes in the agreed specifications and without substantial changes to the Products’ shape or function.

10.3 Drawings, specifications, and similar information not publicly available remain the property of Cabicon and must be treated confidentially by the Buyer. Confidential material may not, without Cabicon’s permission, be copied, transferred to a third party, or misused in any other way, and must be returned upon request.

10.4 The Buyer assumes the risk for the Buyer’s specific use of the product and its placement on the market.

11.0 COMPLAINTS AND DEFECT RIGHTS

11.1 Any risk associated with the Products passes to the Buyer at the time of delivery. Upon delivery, the Buyer must immediately, and no later than 8 days from receipt, conduct a thorough examination of the Product. If the Buyer wishes to claim a defect, the Buyer must notify Cabicon in writing, stating the nature of the defect. The notification must be sent to Cabicon immediately after the defect has been or should have been discovered by the Buyer.

11.2 If the Buyer does not submit the complaint in due time, the Buyer loses the right to make the claim.

11.3 If the Buyer has not claimed a defect to Cabicon within 12 months after delivery, the Buyer cannot later make such claim.

11.4 If a Product is defective and the Buyer has made a timely complaint, Cabicon has the right, at its discretion, to rectify the defect, perform a re-delivery, or credit the purchase amount to the Buyer against the simultaneous return of the Product. Cabicon is not liable for defects beyond this. This applies to any loss the defect may cause, including operating loss, lost labor earnings, or other economic consequential losses and indirect losses. The Buyer’s possible claims against Cabicon can never exceed the contract sum.

11.5 Any liability and obligation on the part of Cabicon fall away if the Product is altered or interfered with without the consent of Cabicon.

12.0 PRODUCT LIABILITY

12.1 Cabicon is liable for product liability in accordance with the provisions of Danish law on product liability, subject to the limitations below.

12.2 However, Cabicon is not liable for damage caused by a Product to real property or personal property that occurs while the Product is in the possession of the Buyer. Nor is Cabicon liable for damage to products manufactured by the Buyer, or to products into which products made by the Buyer are incorporated.

12.3 In the event that Cabicon is imposed a product liability towards a third party for such damage and such loss for which Cabicon is not liable to the Buyer according to the terms of delivery or otherwise, the Buyer is obligated to indemnify Cabicon.

12.4 In no event is Cabicon liable for operating loss, lost earnings, or other economic consequential losses and other indirect losses.

12.5 With the limitations that follow from Danish product liability law, Cabicon’s liability and compensation obligation for damages other than personal injury can in no case exceed DKK 1,000,000.00 per delivery.

12.6 If a third party makes a claim for compensation against one of the parties pursuant to this section, this party must immediately notify the other party.

12.7 Cabicon and the Buyer are mutually obligated to allow themselves to be sued at the court or arbitration tribunal that handles compensation claims raised against one of them based on damage or loss purportedly caused by the Product. However, the relationship between the Buyer and Cabicon shall always be settled by the agreed legal venue in accordance with the present sales and delivery terms.

13.0 LIMITATION OF LIABILITY AND FORCE MAJEURE

13.1 The following circumstances exonerate Cabicon from liability if these circumstances occur after the offer has been made, and these circumstances also exempt Cabicon from fulfilling the agreement: Circumstances of an unusual nature, which prevent, complicate, or make the fulfillment of the agreement more expensive, including but not limited to: labor conflicts (strikes, lockouts, slow-downs, etc.), illness, fire, unrest, insurrection, war, terrorism, lack of transportation means, scarcity of goods, currency restrictions, public seizure, import-export or resale prohibition, lack of energy supply, significant price and/or tax increases, currency fluctuations, production and supply difficulties not attributable to Cabicon, as well as the occurrence of force majeure and/or hardship with relevant suppliers.

13.2 In these cases, Cabicon has the right to wholly or partially cancel any offer and standing order or delay the agreed delivery of the Products and is free from liability for any non-delivery, defective or delayed delivery, and the Buyer’s losses otherwise, wholly or partly caused by the aforementioned circumstances. 

13.3 The circumstance that an offer is made while conditions mentioned in point 13.1 were present does not preclude Cabicon from invoking the aforementioned provisions, if the same condition occurs anew during the agreement’s duration, or if the condition unexpectedly persists but with other or intensified effects that occur after the offer was made.

14.0 PARTIAL INVALIDITY

14.1 If one or more of the provisions in these Delivery Terms are ruled invalid, illegal, or otherwise unenforceable, it shall not affect the validity of the remaining provisions.

15.0 DISPUTES, CHOICE OF LAW AND VENUE

15.1 Any dispute between the parties must be tried to be resolved amicably. If the dispute cannot be settled amicably, it shall be settled according to Danish law by the ordinary Danish courts. Danish international private law that refers to foreign law, as well as the International Sales Law (CISG), does not apply. The case must be filed at Cabicon’s domicile court.