TERMS OF SALE AND
DELIVERY FOR J.P. GROUP, VIBORG a/s
1. Scope and product information:
These terms of sale and delivery shall unless otherwise
expressly agreed in writing apply to all quotations made and
agreements entered into by J.P. Group, Viborg A/S (hereinafter
called "J.P.") with and on behalf of its customers (hereinafter
called the "Customer").
None of the Customer's
purchasing conditions or similar terms enforced by the Customer
shall be binding on J.P. Product information from J.P. given in
brochures, price lists and the like are directive only and shall
not be binding on J.P. unless the agreement specifically states
so.
2. Quotations and
prices:
All quotations made by J.P. stipulate a time of
acceptance of 10 days from the date of quotation.
J.P. shall be
entitled before delivery takes place to adjust its prices by any
documentable price increase owing to, for example, foreign exchange
changes, raw material price changes,
increasing wage and salary index and the like.
All prices are exclusive of value-added tax (VAT), duties,
customs, freight, packaging, mounting and any environmental
surcharges that J.P. is entitled to charge from the Customer.
J.P. shall not add VAT on any invoice issued to Customers residing
in countries of the European Union other than Denmark. The Customer
is obligated to pay VAT in his home country. According to Danish
VAT legislation it's a condition for the abovementioned that J.P.
prior to the issue of the invoice receives all necessary
documentation that the Customer has a VAT registration in the
European Union or an import permit.
3. Place of
delivery, time of delivery and return:
Delivery shall take place EXW J.P.'s factory (ex works
Incoterm 2010). Irrespective of delivery being effected EXW J.P.'s
factory, J.P. shall be entitled to freely choose the means of
transport/transport route from J.P.'s factory to the customer's
destination. Orders are always shipped for the Customer's own
account and risk.
The time of
delivery is stated in the order confirmation. J.P. is entitled,
however, to effect delivery up to three weeks after the stated time
of delivery without a delay arising.
In the event of J.P. being prevented or materially hindered from
honouring its delivery obligation, such
obligation shall lapse for as long as the hindrance may exist.
In the event of any doubt
arising for any reason whatsoever as to the Customer's payment
ability, J.P.
shall be entitled to refuse delivery until the Customer presents a
suitable payment security as determined
by J.P.
Supplied goods cannot be
returned unless this has been agreed expressly in writing.
J.P. shall be entitled to
make part deliveries.
J.P. shall only be liable
for delays provided the Customer proves that J.P. has committed
errors or is guilty of negligence. J.P. shall under no
circumstances pay any compensation for operating losses, time
losses, loss of earnings or indirect loss due to delayed
delivery.
4. Payment:
Unless otherwise expressly agreed in writing, the consideration
payable to J.P. falls due for payment
in cash upon the delivery of the goods to the Customer.
In the event of
the Customer not paying within the stipulated time, J.P. shall be
entitled to charge
2 per cent penal interest per month commenced from the due date
until payment is effected.
Where current deliveries are concerned, J.P. shall not
be obliged to make any additional deliveries until the amount due
has been paid.
Complaints in respect of
deliveries shall not entitle the Customer to withhold payment for
deliveries
already made.
5. Title:
J.P. shall retain the title to the goods sold until all
due amounts under the agreement concerned have
been paid.
6. Product
changes:
J.P. reserves the right to continuously implement product
and design changes in relation to drawings,
etc., handed over by the Customer provided such changes do not give
rise to any function changes or result in other material
inconvenience for the Customer.
7. Liability for
defects:
The Customer shall immediately upon receipt and before
putting the goods delivered into use examine them with a view to
ensuring that they are free from any defects.
Customer complaints in
respect of defects shall only be considered as having been lodged
in time
provided such complaints have been specified in detail and lodged
in writing immediately upon the
discovery of the defect and not later than eight days after receipt
of the goods delivered. Any expenses
incurred by the Customer in connection with the ascertainment of
defects shall be of no concern to J.P.
In respect of defects for which J.P. is liable J.P. shall be
entitled to remedy any such defects within a
reasonable time. In the event of J.P. not remedying such defects,
the Customer may set a final dead-
line for such remedying. If such deadline is observed, the
Customer shall not be entitled to
terminate the agreement or demand a pro-rata reduction of the price
or compensation.
Any costs in connection with replacements of parts, including
dismounting and mounting, transport of defect parts between the
Customer and J.P. is at the Customer's risk and cost. Defect parts
are the property of J.P. J.P.'s liability does not extend to
defects manifesting themselves in materials supplied by the
Customer or defects in designs demanded by the Customer.
J.P. shall under
no circumstances pay compensation for operating losses, time
losses, loss of earnings or indirect loss due to defects or
compensation for the coverage of consequential
damage and expenses in connection with the dismounting and
remounting of the goods sold, including other objects into which
the goods sold may be incorporated.
J.P. will not
issue a credit note for an amount less than 20 Euros.
8. Product
liability:
The Customer shall indemnify J.P. to the extent that J.P.
incurs product liability towards third parties for such damage or
loss for which J.P. in pursuance of these terms of sale and
delivery, including clause 8, is not liable vis-à-vis the
Customer.
In the event of personal
injury J.P. shall be liable in accordance with Danish Act no 371 of
7 June 1989 on product liability if the Customer proves that such
injury was caused by actions or omissions
on the part of J.P.
J.P. shall not be
liable for damage to real estate or chattels personal unless J.P.
is guilty of
gross negligence.
In the event of
J.P.'s products being incorporated as parts or components into
other products, J.P. shall not be liable for damage to the
Customer's products or damage to products of which
the Customer's products are a part unless J.P. is guilty of gross
negligence.
J.P. shall not be
liable for any operation loss, loss of time, loss of earnings or
indirect loss, caused by events under Section 8 or consequential
loss.
The parties shall immediately notify each other in the
event of third parties setting up any claims.
9. Force
majeure/exemption from liability:
The following circumstances shall exempt J.P. from
liability if they hinder the performance of the agreement or render
the performance hereof unreasonably cumbersome: Labour
disputes/lockouts and any other circumstances outside J.P.'s
control such as fire, war, mobilisation or military call-up of
similar extent, requisitioning, confiscation, exchange controls,
rebellion and civil unrest, lack of means of transport, transport
impediments including icy roads or traffic accidents, general
scarcity of goods, fuel restrictions and defective or delayed
deliveries from subsuppliers.
In the event of J.P.
wishing to rely on the circumstances mentioned in clause 9 of these
terms and
conditions, J.P. shall without undue delay notify the Customer
hereof and keep the customer informed
about the development of any such circumstances. If an event as
outlined in clause 9 hereof occurs thereby hindering the
performance of the agreement for more than two months, either party
shall be
entitled to terminate the agreement by written notice to the other
party.
The Customer shall in all
respects indemnify J.P. for any third-party claims which the
Customer is not
entitled to set up against J.P in pursuance of these terms of sale
and delivery.
10. Time
limitation, venue and applicable law:
All claims against J.P. shall become
statute-barred not later than one year after the date on which the
Customer took over the risk of the goods sold if such claim has not
been set up in writing prior to that date.
If the goods sold are used more intensively than agreed upon or
as presumed when the agreement was entered into, the limitation
period shall be shortened correspondingly.
Any dispute shall be settled by the ordinary courts at J.P.'s
venue. Any dispute shall be settled in accordance with the
substantive laws of Denmark, i.e. disregarding its rules of
renvoi.