SALES AND DELIVERY TERMS - AEROPAK A/S
1. Conclusion of agreement:
These sales and delivery terms apply to all offers, orders, and deliveries from Aeropak A/S to customers, unless otherwise expressly agreed.
No conditions of purchase or other general terms submitted by the purchaser shall apply, unless Aeropak A/S has expressly accepted them in writing. If no time for acceptance is stipulated in the offer, the offer will terminate if Aeropak A/S has not received acceptance within four weeks of the date of the offer.
All prices are current prices excluding VAT and other duties as of the date of the offer/order confirmation. Aeropak A/S reserves the right to adjust for documented rise in prices due to changes in raw material prices, taxes, charges, customs duties, changed exchange rates, etc., in the period from offer/order confirmation to delivery. The quoted prices are exclusive of transport and delivery costs.
3. Delivery/size of order:
Delivery is ex works Aeropak A/S, according to Incoterms 2010. If Aeropak A/S is responsible for delivery to the buyer, this is for the buyer’s own account and risk. In such cases, the risk passes to the buyer at the beginning of the transport operation. Aeropak A/S reserves the right to deliver the agreed quantity plus/minus 10 %.
4. Time of delivery:
The stated delivery times have been fixed by Aeropak A/S according to our best estimates at the time the agreement was concluded. Aeropak A/S shall without undue delay notify the buyer in writing if the stated delivery time cannot be observed. The written message shall include information as to the new estimated time of delivery.
Regardless of whether the delivery time is exceeded, the buyer is not entitled to cancel the agreement until the final day of delivery has been exceeded by more than 30 days. In ordinary holiday periods and in case of shortage of material, the time limit for delivery will be extended by an additional period of up to two weeks. Cancellation and subsequent reimbursement is the exclusive remedy of the customer for nonfulfilment and shall be in writing. Thus, the buyer cannot make any claim against Aeropak A/S or require an appropriate reduction of the price in case of delayed or non-delivery of goods. The buyer cannot cancel on account of force majeure, according to clause 10.
The payment terms are 8 days net from invoice date if Aeropak A/S can grant a credit approval to the buyer. If Aeropak A/S cannot grant credit to the buyer, payment must be made prior to production start. The same payment terms apply to partial deliveries. In case of delayed payment, a default interest at the rate of 2 % for each month or part thereof will be charged as from due date.
6. Retention of title:
Aeropak A/S shall retain title to the goods sold until the purchase amount as well as any interest, charges, and other costs have been paid.
7. Complaints and deficiencies:
The buyer is obliged to examine the goods carefully upon receipt and to make an immediate complaint if any deficiency in the delivered goods is detected. Notifications of defects found after delivery must be made immediately after the defect was or should have been detected. Complaints shall be made in writing und contain a clear and precise description of the defect. The complaint must be received by Aeropak A/S within 7 days after the defect was or should have been detected. The responsibility of Aeropak A/S is restricted to defects found within 1 year from time of delivery.
If the buyer wants to make a claim for visible transport damage or missing packages, the consignment note must be endorsed to that effect, upon receipt of the delivery, and countersigned by the carrier. Otherwise, the buyer forfeits all his rights to claim damages.
If the buyer does not notify Aeropak A/S in writing of a given defect within the time limit, the buyer forfeits all his rights to claim damages. Aeropak A/S has the right to remedy deficiencies in the delivered goods. The remedying action is to take place at the premises of Aeropak A/S. The buyer carries the transport costs associated with the remedy. The remedy should be completed within a reasonable time. Aeropak A/S does not lose its right to cure even if corrective actions have failed.
The buyer is not entitled to invoke any other remedy than the duty to remedy of Aeropak A/S. If Aeropak A/S informs that the right to cure will not be exercised, the buyer is entitled to claim an appropriate reduction or to claim damages.
8. Product liability:
Aeropak A/S is only liable for damages caused by defective goods in accordance with the mandatory rules in the product liability law in Denmark (Danish Product Liability Act).
Aeropak A/S shall not be liable for damages inflicted by the delivered products on: 1) third parties, movable property or immovable property, occurring while the delivered products are in the possession of the buyer or resold to third parties, 2) products manufactured by buyer or on products of which they form part, or for damage to third parties, movable property or immovable property, caused by these products in consequence of the order.
If a third party makes a claim for compensation towards Aeropak A/S or buyer under this paragraph, the party involved shall immediately inform the other party accordingly.
To the extent that product liability is imposed on Aeropak A/S towards a third party, the buyer shall be obliged to indemnify Aeropak A/S to the same extent as Aeropak A/S’ liability is limited according to the present provisions. This does not, however, apply where such damage is caused by gross negligence on the part of Aeropak A/S.
9. Limitation of liability:
Aeropak A/S shall not be liable for any indirect loss, including operating losses, loss of earnings, financial losses, lost time compensation, goodwill impairment loss, consequential damages, detention costs or other costs.
The liability of Aeropak A/S can never exceed the invoice price of the delivery concerned. If the liability arises from one or more services provided, the liability cannot exceed the invoice amount of the particular partial delivery.
Aeropak A/S assumes no responsibility for defects that can be related to raw materials from the sub-suppliers of Aeropak A/S, or for defects that can be attributed to materials or information/specifications from buyer.
10. Force majeure:
Aeropak A/S cannot be held liable for failure to meet our delivery obligations if the situation is due to circumstances beyond our control, as a result of force majeure.
The following factors are considered force majeure, among other things: natural disasters, act of wars, civil unrest, mobilisation, disruption in supply of raw materials, inadequate means of transport, prohibitions on imports and exports in respect of goods and services, foreign exchange restrictions or shortage of labour or any other event which prevents or limits the normal production, lockout, strike, fire, or damage o the production facilities of Aeropak A/S.
In the contractual relationship between buyer and Aerotek A/S, a force majeure event at one of the sub-suppliers designated by Aeropak A/S will entail the same exemption from liability as if the force majeure had occurred at Aeropak A/S.
In case of force majeure, Aeropak A/S has the choice of either cancelling the transaction or part thereof, or to deliver as soon as the barriers for normal delivery have ceased to apply.
In case of force majeure, the buyer can cancel the transaction if more than 30 days have elapsed from the time at which the buyer came to know of the force majeure, if the buyer has previously given Aeropak A/S a written notice of 7 days as from Aeropak A/S’ receipt of notice and this time limit has expired.
11. Jurisdiction and applicable law:
Any agreement under these terms of sale and delivery is dealt with in accordance with Danish legislation – except CISG, the Nordic Code of Purchase Act, and the regulations of applicable law.
Any dispute is to be settled by the national courts, at the venue of Aeropak A/S.
Valid as from January 1st 2018