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Sales, delivery and payment terms

 

1. Applicability
Applicability: These sales, delivery and payment terms (hereinafter “the Terms”) apply to all offers, orders and deliveries supplied by JKF Industri A/S, CVR no. 17085204 (hereinafter “JKF”) to any business customer (hereinafter “the Buyer”) (hereinafter collectively referred to as “the Parties”), unless expressly agreed otherwise.

JKF cannot be bound by terms applied by the Buyer, including purchasing terms, even if JKF has not objected to such terms.

2. Information in sales materials and price lists
Details given in JKF\s brochures, advertising, product descriptions, price lists etc. on capacity, resistance to wear, performance, technical data, dimensions, weight or the like are not binding on JKF. We cannot be held responsible for printing errors and model changes.

3. Quotes
All quotes are given subject to the goods being unsold. If JKF provides a quote that does not stipulate a specific time for acceptance, the quote will expire automatically if the Buyer’s confirmation is not received by JKF within 30 days of the date of the quote.

4. Prices
All prices are in DKK and ex-VAT, customs and other duties, packaging, freight costs and insurance and all other costs to be borne by the customer. 

Prices are stated in EUR exclusive of the aforementioned costs for Buyers located in countries, which are members of the European Economic and Monetary Union (the Euro).

Unless otherwise stated on JKF’s quote or order confirmation, JKF reserves the right to revise prices – even after issuing and order confirmation – in the event of increased production costs and the like.

All orders worth less than DKK 1500 (excluding the above costs) are subject to an administration fee of DKK 225.

5. Payment terms
JKF is entitled to issue an invoice when delivery is complete. Payment terms are current month + 20 days net calculated from the date of invoice unless otherwise agreed in writing.

If payment is made after the due date and the delay is no fault of JKF, JKF is entitled to charge interest on the sum outstanding as from the due date, at a rate equivalent to 2% per month or part thereof.

The Buyer is not entitled to offset any counter-claims against JKF unless expressly agreed in writing by JKF, and does not have the right to withhold any of the purchase sums by reason of counter-claims of any kind.

6. Right of ownership
JKF reserves the right within the limitations of mandatory laws to retention of title to the item sold until payment for the entire purchase sum, plus any costs incurred, has been made to JKF. If the item has been sold with a view to later being built into or joined to other objects, the item sold is not covered by the right of retention once such installation or joining has taken place.

7. Delivery 
The delivery clause agreed between the Parties is to be interpreted in accordance with the INCOTERMS current at the time of signing the agreement.

The delivery date is set by JKF according to best judgement, and if it cannot be observed, the Buyer will be informed accordingly, with when, as far as possible, delivery can be expected to take place. Any delay does not give the Buyer the right to cancel the sale and/or claim any form of financial compensation from JKF.

8. Packaging
All orders are subject to a packaging fee of 1.8% of the order value.

Packaging may only be returned by prior written agreement. Return of packaging is at the Buyer’s own expense and risk. The Buyer's packaging will be credited when received and upon final approval by JKF that it is in much the same condition as when delivered to the Buyer.

9. Product information and confidentiality
All illustrations, technical drawings and brochures issued by JKF before or after the contract have been entered into remain the property of JKF and must be returned to JKF on request. Such materials must be treated with strict confidentiality and cannot be used, copied or passed on without written agreement, or abused in any other manner.

The Buyer undertakes to generally observe confidentiality concerning all aspects of JKF known to the Buyer as a result of the information the Parties have exchanged in the course of their dealings.

Breach of this provision by the Buyer shall incur a fine payable to JKF of DKK 75,000. The fine shall be payable for each breach of the provision, and if the breach consists of continuation of a previous breach, the fine shall be payable for each 14 day period of continuation or part thereof. Payment of a fine shall not relieve the Buyer of the above obligations, nor prevent or constrain JKF from claiming compensation for any loss JKF may have incurred arising from the breach, in that payment of the fine by the Buyer shall not be included in calculation of JKF’s loss. In addition to the above, JKF is entitled to take out an injunction.

10. Liability for defects and deficiencies and warranty claims
Upon delivery, the Buyer shall immediately perform a thorough examination of the goods, including quantity and specifications.

Should the Buyer wish to claim for any defects or deficiencies, including with regard to the quantity or specifications delivered, which the Buyer has or should have discovered in the course of thorough examination of the goods, a written claim shall be submitted to JKF immediately after delivery. JKF is entitled to reject any claims received after the expiry of the deadline stated above.

JKF warrants performing redelivery/remedy of goods which are defective or deficient due to material or manufacturing error for goods which the Buyer has not nor should have discovered by thorough examination for a period of 12 consecutive months after delivery.

However, the Buyer shall submit a claim to JKF immediately if discovering such defects or deficiencies.

Defective or deficient goods will either be remedied or replaced within a reasonable period of time at JKF’s discretion. Modification/interference with the goods without JKF’s written consent releases JKF from any obligation.

Remedy/redelivery by JKF of elements of a delivery shall be on the same terms and conditions as for the original delivery, including those stated in item 7. JKF’s obligation to remedy or redeliver does not, however, apply to any part of an order more than 1 year after delivery to the Buyer.

Once liability for the order has been transferred to the Buyer, JKF bears no responsibility for any defects over and above the obligations specified in this provision.

11. Force majeure
JKF cannot be held liable for non-fulfilment of its undertakings, nor for loss incurred by the Buyer due to unusual circumstances that prevent, inhibit or add extra cost to fulfilment of the contract, and that are beyond JKF’s control, including industrial disputes, strikes, lockout, fire, war, mobilisation, unforeseen military call-up, acts of sabotage, requisitioning, confiscation, currency restrictions, import ban, export ban, riots, unrest, extreme weather conditions, fuel shortage and major increases in prices or taxes/duties, general scarcity of goods, restrictions in power supplies and defects in deliveries from sub-suppliers or delays with such deliveries as a result of any of the aforementioned circumstances.

It should be specifically noted that the above is not an exhaustive list of examples, and there may be other examples that come under limitation of liability.

If delivery is temporarily delayed by one or more of the aforementioned circumstances, the delivery date will be correspondingly postponed. If delivery is prevented for more than 12 weeks, JKF is entitled to cancel the relevant contract without liability.

12. Returns
Items sold can only be returned by prior written agreement, and upon obtaining a returned goods order number. Returns will be at the Buyer’s expense and risk and should include JKF’s invoice number and the date of the original delivery.

Returned goods will only be credited by prior agreement and subject to approval of the goods returned.Custom-made goods will not be credited. If JKF is charged for shipping costs etc., JKF is also entitled to demand these be refunded by the Buyer and to offset these against any claims by the Buyer against JKF.

13. Product liability
JKF’s product liability is subject to the rules of Danish law on product liability with the limitation specified in item 12 (limitation of indirect loss and of cover in accordance with insurance cover).

JKF cannot be held liable for operating loss, loss of profit, loss of useful value, loss of business opportunities, lost savings or other indirect loss or consequential damages in connection with product liability. To the extent that product liability may be imposed on JKF with regard to third parties, the Buyer is obliged to compensate JKF to the same extent that JKF’s liability is limited as per the above. These limitations to JKF’s liability do not apply if JKF is guilty of gross negligence. If a third party puts forward a claim against one of the Parties for compensation with reference to this point, that party must immediately inform the other party. The Buyer can be sued at the same court that handles any claims for compensation against JKF, in consequence of damage alleged to have been caused by one of JKF’s deliveries. JKF’s liability for product damage shall always be limited to the remaining insurance cover.

14. Limitation of liability
Notwithstanding the above, JKF cannot be held liable for any indirect loss such as operating loss, loss of profit, loss of useful value, loss of business opportunities, lost savings, consequential loss, loss of time etc., which a defect or deficiency could cause the Buyer or a third party, including indirect loss etc., arising as a result of delayed delivery or defects/deficiencies in the goods sold.

15. Invalidity
Should one or more of the provisions in these terms be deemed invalid, illegal or non-applicable, the validity, legality or applicability of all other provisions shall not be affected or lessened as a result thereof.

16. Jurisdiction and court of venue
All disputes between the parties shall be settled under Danish law including the Danish Sale of Goods Act, but with the exception of Danish jurisdiction rules. The International Sale of Goods Act (CISG) shall neither be wholly nor partially applied.

Any dispute regulated by the terms shall be resolved by arbitration at the Danish Institute of Arbitration, according to the institute’s rules, which apply when an arbitration case is brought with the amendments stated below.

However, the Parties agree that the arbitration tribunal shall consist of 3 members, of whom each party will appoint one member, and the Danish Institute of Arbitration will appoint the tribunal chairman. If a party fails to appoint a member within 14 days of being requested to do so by the Danish Institute of Arbitration, the institute will appoint a member on behalf of that party.

The tribunal shall sit in Hadsund.

The original version of this document is in Danish. In the event of discrepancies between the Danish and English versions, the Danish version will take preference. 

Edition: 23.01.2020