MiniProf sales and delivery conditions
1Application
1.1The general sales and delivery conditions below are to be applied in so far as they are not deviated from by written agreement between the parties.
2Offers
2.1Offers are open for orders for 60 days from the date stated in the offer.
2.2On receipt of orders after the expiration of the time-limit Greenwood Engineering A/S reserves the right to alter the offer.
3Order
3.1Binding sales agreement between the parties has been made when the buyer in writing has accepted Greenwood Engineering A/S’s offer or when the buyers offer has been accepted in writing by Greenwood Engineering A/S.
3.2If Greenwood Engineering A/S’s order confirmation does not correspond to the order, the buyer must complain at once. Failing that, the buyer is bound by the contents of the order confirmation.
3.3No agent is authorized to make additions or alterations to Greenwood Engineering A/S’s order confirmations. Greenwood Engineering A/S takes no responsibility for such.
4Prices
4.1The price shall be exclusive of all duties and expenses incurred after delivery of the goods, all in accordance with the INCOTERMS 1990 clause agreed upon.
4.2Greenwood Engineering A/S reserves the right to change the price if, after Greenwood Engineering A/S’s final offer/acceptance but before the time of payment, documented new or increased costs are incurred by Greenwood Engineering A/S as a result of changes in customs duty, taxes etc., including taxes payable to transport, terminal or port authorities, etc., to the extent that any such additional costs can be attributed to the consignment in question.
5Delivery time
5.1The delivery time is counted from the date of the written order confirmation, on condition that all technical details and formalities for the execution of the order are available at that date. If a confirmed irrevocable letter of credit is agreed upon this must also be available. If not, the delivery time is counted from the date when all details are available.
5.2If the delivery depends on import or export licences from the authorities, the delivery time is counted from the date when all necessary licences are issued.
5.3In cases where the delivery has not been effected three months after the delivery date, this will justify the buyer in cancelling the order, by written notice to Greenwood Engineering A/S, for the part of the supply not available as stipulated in the agreement.
5.4If the buyer omits to receive the supplies on the date agreed upon, he is nevertheless obliged to effect any payment conditioned by the delivery, as if delivery had taken place. Furthermore, Greenwood Engineering A/S can cancel the agreement and claim damages for the loss inflicted in Gre enwood Engineering A/S by the failure of the buyer.
5.5If delay in delivery is due to war, strike, lockout, other force majeure or political conditions or to the buyer´s action or failure, the delivery time is extended correspondingly.
6Delivery conditions
6.1The delivery clause DDU (Delivered Duty Unpaid) is to be applied.
6.2According to the above clause Greenwood Engineering A/S fulfils its obligation to deliver when the goods have been made available at the named place in the country of importation. Greenwood Engineering A/S will bear the costs and risks involved in bringing the goods thereto (excluding duties, taxes and other official charges payable upon importation as well as the costs and risks of carrying out customs formalities). The buyer has to pay any additional costs and to bear any risks caused by his failure to clear the goods for import in time.
7Terms of payment
7.1Due date for payment, unless otherwise agreed in writing, is thirty (30) days from date of invoice. Interest on late payments will be charged the buyer at a monthly rate of two (2) per cent, of the amount, of the delayed payment.
7.2Greenwood Engineering A/S retains ownership of the goods until payment has been effected. If the buyer does not keep to the terms of payment, Greenwood Engineering A/S is entitled to take back the goods.
7.3If, at the due time of payment, the buyer has not effected payment, Greenwood Engineering A/S is entitled to cancel the contract or claim damages by written notice. If the buyer has suspended payments, or if he goes bankrupt, Greenwood Engineering A/S can at once cancel the agreement.
7.4Payment can only be effected direct to Greenwood Engineering A/S’s office in Brøndby, Denmark. Greenwood Engineering A/S’s agents have no authority to receive payment.
8Insurance
8.1The buyer shall take out insurance to cover the goods until they arrive at the destination or the purchase price has been paid. Greenwood Engineering A/S may request a copy of the insurance policy before the goods are delivered.
9Incoming inspection
9.1The buyer shall inspect the products upon delivery and notify Greenwood Engineering A/S in writing, within thirty (30) days, from delivery, of any defects occurred prior to delivery.
10Warranty and repair
10.1During a period of twelve (12) months following the date of delivery Greenwood Engineering A/S undertakes to replace or correct, at its option, without undue delay and without charge to the buyer products found to be faulty by reason of defective material, design, or workmanship, not caused by any inter-working equipment.
10.2Greenwood Engineering A/S’s warranty does not include damage that is due to insufficient maintenance, changes or repair made without the written consent of Greenwood Engineering A/S, normal wear or defects due to any of the events mentioned in clause 12. The same applies to damage to products which are not manufactured by Greenwood Engineering A/S and products supplied by the buyer or a construction ordered by the buyer.
10.3Faulty parts that are replaced are to be placed at Greenwood Engineering A/S’s disposal.
10.4When the buyer returns products for repair these must be packed in an appropriate and secure packing. Otherwise Greenwood Engineering A/S will return the products in an appropriate packing. The buyer will be charged for this packing.
10.5Greenwood Engineering A/S shall not be liable for any defect which is due to accident, fair wear and tear, negligent use, tampering, improper handling, improper use, improper operation or improper storage or any other default on the part of any person other than Greenwood Engineering A/S.
11Limitation of liability
11.1Greenwood Engineering A/S cannot be held liable for trading loss, loss of time, profits, lost wages or any other indirect or consequential damages, whether or not Greenwood Engineering A/S could reasonably have foreseen the possibility of such damages.
12Exemption from Responsibility
12.1Greenwood Engineering A/S is entitled to cancel the contract by written notice to the other party, when the fulfilment is impossible within a reasonable period because of war, strike, lockout and other force majeure or political conditions, which Greenwood Engineering A/S cannot control. The same applies to delays or defects of supplies from sub-suppliers. In these cases Greenwood Engineering A/S is not liable for damages to the buyer.
12.2No action, regardless of form, arising out of any claimed breach of the Sales contract or obligations under the Sales contract may be brought by either party more than two (2) years after the cause of action has accrued.
13Drawings and descriptions
13.1All information as to weight, dimensions, capacity, price, technical and other data stated in catalogues, leaflets, advertisements, illustrations and price lists are approximate and are only binding when the contract explicitly refers to these.
13.2All forwarded drawings and descriptions remain the property of Greenwood Engineering A/S and must not be copied, reproduced, handed over or in other way brought to the knowledge of third party without permission. The property of drawings and descriptions, which are necessary to enable the buyer to install, start, work and maintain the supply passes to the buyer. Greenwood Engineering A/S may, however, demand that they are kept confidential.
14Governing law and arbitration
14.1The Sales contract shall be governed by and construed in accordance with the laws of Denmark.
14.2All disputes arising in connection with the Sales contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules. The arbitration shall be held in Copenhagen, Denmark, and the proceedings shall be conducted in English language.
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