Terms of sale and delivery
These terms of sale and delivery apply to all offers, sales and deliveries, including the development of new products or associated services in general (spare parts, service, etc.) between Viggo Hansen A/S (hereinafter “VH”) and the party specified on the invoice or offer (hereinafter “Buyer”), unless the parties agree otherwise in writing in each individual case.
If the customer’s terms and conditions of purchase are printed on orders or otherwise forwarded to VH, this does not form part of the basis of the agreement, unless VH has expressly acknowledged them.
1. Offer
1.1 VH is not bound by offers made to the Buyer and may at any time without notice revoke any offers made until the Buyer has received a written order confirmation from VH.
2. Information about deliveries from VH
2.1 All information about the weight, dimensions, capacity, prices, technical specifications and other data of deliveries, which are stated in catalogues, prospectuses or the like, are approximate. Such information is only binding on VH to the extent that it is expressly stated in the order confirmation.
2.2 Regardless of whether drawings, technical documents and the like prepared for use in the manufacture or procurement of deliveries or parts thereof are left to the Buyer, these remain the property of VH. The Buyer may not use the said information without prior written permission from VH. Furthermore, the Buyer is obliged to prevent the said information from being handed over to or used by the Buyer’s employees, consultants, customers, suppliers, subcontractors or others. Furthermore, the above-mentioned information may not be copied, reproduced, handed over to or otherwise communicated to third parties.
2.3 The ownership of all intellectual property rights (trademarks, designs, patents, copyrights, rights covered by the Danish Marketing Act, etc.) to deliveries, development, spare parts and related products belongs without limitation to VH.
2.4 If deliveries infringe third party intellectual property rights, VH shall at its own expense: (i) secure the customer the right to continue using the infringing deliveries etc. or (ii) modify the infringing deliveries etc. so that they no longer infringe, (iii) replace the infringing deliveries etc. with ones that do not infringe, or (iv) recall the infringing deliveries etc. at the original net purchase price less 15% per year since delivery. The customer has no other rights in connection with the infringement of third party intellectual property rights by deliveries etc. or associated services.
3. Price
3.1 Prices stated in quotations and order confirmations are exclusive of VAT and any other public tax. Prices are ex works, unless otherwise agreed in writing (see invoice or quotation), and are exclusive of any packaging costs.
4. Payment
4.1 The buyer must make payment to VH in cash. Any payment in accordance with VH’s order confirmations is due 30 days from the invoice date, unless otherwise agreed in writing. (see invoice or offer).
4.2 If the Buyer does not pay on time, VH is entitled to calculate annual interest on the outstanding amount, from the due date of the amount and otherwise as stated on the invoice. If no information on the amount of interest is stated on the invoice, the annual interest is the Nationalbank’s discount rate set at any time plus 6%.
4.3 Interest under point 4.2 is accrued monthly and compound interest is calculated.
5. Delivery time
5.1 VH delivers within the period specified on the invoice or offer. However, this only applies if VH has received all information necessary for the delivery from the Buyer in writing within 5 business days of VH sending the order confirmation.
5.2 If VH does not deliver within the delivery period and this is not due to the Buyer’s circumstances, the Buyer is entitled, if the delivery period is exceeded by more than 1 month, to demand delivery within a specified reasonable period thereafter (the “demand period”), however, a minimum of 2 weeks. If VH exceeds the demand period, the Buyer is entitled to cancel the purchase agreement by written notice to VH. However, this only applies if the Buyer’s original demand contained a statement that the Buyer intended to cancel the agreement if delivery did not occur within the demand period.
5.3 In the event of delayed delivery, the Buyer is only entitled to compensation for that part of the Buyer’s loss that the Buyer has suffered in the period after the deadline for notice has expired and until the Buyer has or should have made a cover purchase. The Buyer’s claim for compensation in connection with the delayed delivery may not exceed an amount equal to the purchase price for the delayed delivery, regardless of whether the Buyer’s possible loss may exceed such an amount. However, this limitation of the Buyer’s right to compensation does not apply if the delay is due to intent or gross negligence on the part of VH or VH’s employees.
The buyer may not in any case claim reimbursement or compensation for indirect losses or other compensation due to delay on the part of VH.
6. Place and time of delivery.
6.1 Unless otherwise agreed in writing, deliveries will be made to the Buyer’s address.
6.2 Delivery is deemed to have taken place at the time when the deliveries are dispatched from VH’s workshop or dispatched from a Danish customs office to the Buyer’s address or agreed delivery location.
6.3 Shipping is at the Buyer’s expense and risk. In the absence of a written agreement on the method of shipping, VH will determine this.
7. Duty to investigate and complaints
7.1 It is the Buyer’s responsibility to inspect the delivery immediately upon receipt.
7.2 If the Buyer wishes to claim that the delivery is inadequate or defective, the Buyer must send a notification to this effect, including a statement of the reason for the complaint, so that this notification reaches VH no later than 8 working days after receipt of the delivery.
7.3 VH is not obliged to accept returned deliveries unless this is separately agreed in writing between the parties.
8. Warranty
8.1 For defects in deliveries due to errors in design, manufacturing or materials, VH provides a warranty for 12 months from the date of delivery. However, VH’s warranty only covers defects and deficiencies that occur during proper use of the deliveries within the warranty period. VH is therefore not liable for defects resulting from incorrect use, installation or maintenance. VH is also not liable for defects and deficiencies if repairs have been carried out on the delivery by anyone other than VH or VH-approved repairers. VH is never liable for the consequences of using non-original spare parts or normal wear and tear. In the case of specially developed deliveries, VH is not liable in relation to drawings, information, specifications or other things received from the customer, including in relation to functionality and suitability. Furthermore, VH is not liable if the delivery is used for a purpose other than that intended, or if it is used outside the EU.
8.2 In the event of the use of special components, the warranty period for these will be the same as VH is able to obtain from its suppliers. The use of special components will be stated in the order confirmation.
8.3 In the event of a justified and timely complaint, VH has the right to choose either (i) to repair the defective delivery at the location where the delivery is located, (ii) to have the defective delivery returned for repair, or (iii) to replace the defective delivery. VH automatically acquires ownership of a returned delivery. The same applies to subcomponents of a delivery that VH has replaced in connection with a repair.
8.4 When returning defective deliveries or parts thereof to VH for repair under the warranty, the Buyer bears the risk of transport and pays the freight costs, unless otherwise agreed.
8.5 If VH has replaced a defective delivery, the warranty period for the new delivery runs from the time of the original (defective) delivery. If VH has repaired a delivery and in this connection replaced sub-components, the warranty period for such replaced sub-components runs from the time of delivery of the delivery.
8.6 In the event of a defective or faulty delivery, the Buyer is only entitled to compensation for his loss, cf. clause 9.1, if VH has not remedied the defect/fault within a reasonable period of time.
9. Limitation of liability
9.1 Limitation of liability for defective or faulty delivery.
9.1.1 The Buyer’s claim for compensation may not exceed the purchase price for the defective/faulty delivery, regardless of whether the Buyer’s possible losses exceed such an amount. However, this limitation of the Buyer’s right to compensation does not apply if the defect/fault is due to intent or gross negligence on the part of VH or VH’s employees. The Buyer may not further claim reimbursement, compensation for indirect losses or other compensation in connection with the defect/fault.
9.2 Limitation of liability for product liability
9.2.1 VH is not liable to the Buyer for damage caused by the sold delivery:
a) on real estate or movable property,
b) on products manufactured by the Buyer,
c) on products that include products manufactured by the Buyer, or
d) on real estate or movable property caused by products covered by point b) or c) (due to the sold delivery).
9.2.2 VH is in no event liable for operating losses, loss of profits, lost profits or other indirect losses. VH is in no event liable for product liability beyond what follows from mandatory legislation.
9.2.3 If a third party can choose to make a claim as described in clauses 9.2.1-9.2.2 against VH and the Buyer, and fully or partially implements the claim against VH, the Buyer must – to the extent that VH is held liable towards the third party – indemnify VH.
9.2.4 If a third party makes a claim against the Buyer for compensation pursuant to this clause 9.2, the Buyer must immediately notify VH in writing thereof.
9.2.5 VH and the Buyer are mutually obliged to be sued in the court that hears claims for damages brought against one of them on the basis of damage allegedly caused by the delivery. However, the relationship between VH and the Buyer may be settled by arbitration, cf. below.
10. Ownership (retention of title)
10.1 The ownership of the delivered goods (including all accessories) remains with VH or the person to whom VH has transferred its right until the entire purchase price (including interest and costs) for the goods has been paid in full to VH or the person to whom VH has transferred its right.
10.2 As long as the full purchase price (including interest and costs) for the delivery has not been paid, the Buyer is not entitled to sell, pledge, assign or otherwise dispose of the delivery. During the same period, the Buyer is also obliged to keep the delivery insured against damage due to fire, water, theft and vandalism for an amount that at all times covers the value in trade and business of the delivery, but at least for an amount corresponding to VH’s receivable from the Buyer at all times due to the delivery.
11. Transfer of rights
11.1 VH is entitled to transfer its rights under the agreement to sell the delivery to a third party for ownership or security. VH is obliged to notify the Buyer of such a transfer.
11.2 The buyer may only transfer or otherwise assign his rights under the agreement to purchase the delivery if VH approves this in advance in writing.
12. Exemption from liability (force majeure)
12.1 VH’s obligations under the agreement for the sale of the delivery shall lapse if one of the following circumstances occurs after the conclusion of the agreement and prevents its fulfillment, or makes its fulfillment unreasonably burdensome for VH: labor dispute, fire, war, mobilization or military call-up of a similar scope, military requisition, seizure, currency restrictions, riots, widespread unrest, lack of means of transport, general shortage of goods, restrictions on motive power, deficiencies in or delays in deliveries from VH’s suppliers and any other circumstance beyond VH’s control.
12.2 It is incumbent on VH to notify the Buyer in writing without undue delay of the existence of a circumstance that results in exemption from liability pursuant to clause 12.1.
13. Disputes and legal basis
13.1 Disputes between VH and the Buyer that cannot be resolved through negotiation will be submitted to an arbitration tribunal consisting of three members, two of whom will be appointed by VH and the Buyer respectively, after which the two members will jointly appoint a third member to act as arbitrator.
13.2 If no agreement is reached on the third member, this member shall be appointed by the President of the Maritime and Commercial Court in Copenhagen.
13.3 The arbitration court shall be located in Copenhagen. The arbitration court’s handling of cases must be in accordance with the applicable arbitration law at any time.
13.4 All legal issues that may arise in connection with the agreement on the sale of the delivery shall be assessed in accordance with Danish law.
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