Terms and Conditions of Sale/Delivery
Acceptance of a quotation submitted by us includes acceptance of the following terms and conditions, which are always an inseparable part of any contract or agreement, entered into by us. We deliver (equipment, products and certain services) only on the terms and conditions specified herein.
Unless otherwise agreed in writing by the parties, the terms and conditions of sale and delivery below shall apply to any quotation, order or supply.
Unless otherwise stated in the quotation, any quotation submitted by Brødrene Markussens Metalvarefabrik A/S (in the following referred to as BMM) shall be firm for eight (8) days from the date of quotation.
3. Order confirmation
BMM accepts an order by forwarding an order confirmation or by delivery. If the Buyer does not immediately object to the acknowledgement of order, it shall be considered approved by him.
Any information, including technical specifications given in BMM's printed material is provided subject to any modification which may be implemented prior to delivery. Details of the type of information mentioned shall not be binding. Specific Buyer requirements shall be binding only if confirmed in writing by the Seller.
For tolerances regarding dimensions, lengths, weights, etc., BMM's normal standards for the product in question shall apply.
5. Drawings and other technical documents.
All drawings and other technical documents handed over to the Buyer by BMM before or after the conclusion of the agreement shall remain the property of BMM and may therefore not without the consent of BMM be used for any other purpose than the one implied by the handover.
Thus, the material mentioned may not be copied, reproduced, handed over or in any other way disclosed to any third party without the consent of BMM.
All prices stated in quotations and order confirmations shall be current prices, excl. of VAT. Any change in the prices of materials, wages, exchange rates, freight rates, charges, duty rates or the like may result in adjustments of the prices on the date of delivery.
If delivery is postponed due to circumstances for which the Buyer is responsible, the Buyer shall undertake to ensure payment as if delivery had taken place at the time agreed upon.
In the event that payment is received later than agreed, default interest will be added at BMM's default rate in force at any time.
8. Time of delivery
If time of delivery is specified as a period of time, this period shall be in effect as from the date of the order confirmation. Delivery shall be considered made in time when the product has either been dispatched from BMM or reported as being ready for dispatch or inspection within the time of delivery specified.
In the event of significant delay of delivery for which BMM is responsible, the Buyer shall be entitled to cancel the agreement but only as far as the delayed products are concerned.
If the delay is caused by circumstances for which the Buyer is responsible, BMM shall be entitled to postpone the time of delivery, or to cancel the agreement as far as the late products are concerned.
The Seller shall not be responsible for any loss, which may occur as a consequence of late delivery, unless otherwise explicitly agreed in writing.
10. Obstacles to delivery
BMM shall not be responsible when the below circumstances (force majeure, etc.) prevent, make it difficult or delay final delivery, and BMM reserves the right, at its own discretion, to cancel the agreement in part or in full, or to postpone delivery beyond the time of delivery fixed in the agreement by a period of time determined by the circumstances. Danish and/or foreign legislation as well as rules of law laid down pursuant hereto, government intervention or intervention by local authorities, ban on imports and/or exports, industrial conflict, drafting shall, among other things, be considered reasons for discharge, as well as any other circumstances beyond the control of the parties, such as war, political unrest, seizure, exchange controls, fire and water damage and other acts of God, engine failure and other disruption of production, lack of means of transportation or obstruction of traffic at railways, ports or other traffic services, scrapping during manufacture which could not reasonably be foreseen, power restrictions, and defective or late supplies from sub-contractors.
No later than 30 days of receipt of information about any occurrence of an obstacle to delivery, BMM undertakes to inform the Buyer without undue delay about whether the agreement will be affirmed or cancelled; if affirmed, BMM shall inform the Buyer of the expected delivery time. If the Buyer cannot accept the time of delivery provided, the Buyer shall be entitled to cancel the parts of the agreement which have not yet been performed. If the Buyer cancels the agreement, BMM shall be entitled to recover the costs, which BMM has incurred until the cancellation. BMM will as far as possible seek to use the material in the execution of other BMM orders.
11. Buyer insolvency
If, before delivery, BMM may reasonably assume that the Buyer will not be able to perform his obligation to pay, BMM may demand that necessary security be provided in this respect. BMM shall be entitled to cancel the agreement if the necessary security cannot be provided.
The Buyer undertakes to examine the product immediately upon receipt.
Any objection from the Buyer to the quality supplied shall be received by BMM no later than eight (8) days after the Buyer has received the product in question. Any objection from the Buyer to the quality, tolerances, etc. shall be made in writing to BMM immediately after the Buyer has become or should have become aware of this.
If the Buyer fails to complain in accordance with this, breach cannot be claimed at a later date.
The Seller's liability shall in every respect be limited to include defects in the products delivered only if the Buyer complains of such defects within one (1) year of receipt of the product.
13. Liability for defects
If BMM receives the complaint in time and it is proved that the defect existed at the time of delivery and that BMM is responsible for this defect, BMM undertakes to replace, repair or rework the product(s) delivered. Moreover, BMM shall not be obliged to pay any type of damage or compensation whatsoever to the Buyer due to such defect. BMM undertakes only to pay the costs of transportation, but not the costs payable for any assembly/disassembly/ adjustment or similar.
14. Product liability
BMM shall be responsible only for personal injuries and damage to real property or chattel if it is proved that the damage is caused by defects or negligence for which BMM is responsible.
BMM shall not be liable for any damage to real property or chattel occurring while the equipment is in the Buyer's possession; nor shall BMM be responsible for damage to products manufactured by the Buyer, or to products in which these are included.
In so far as product liability may be imposed on BMM with regard to a third party, the Buyer undertakes to indemnify BMM to the same extent to which BMM's liability is limited in accordance with this provision.
The above limitations of BMM's liability shall not apply if BMM is guilty of gross negligence.
15. Consequential damage and indirect loss
As far as delay, defects or product liability is concerned, BMM shall never be liable for any indirect loss, including loss of profits, loss of earnings or any loss caused by failure on the part of the Buyer to perform his obligations towards a third party.
16. Product return rules
For products to be returned, an agreement in writing shall be entered into with BMM who specifies the return conditions. Only products, which can be identified as products supplied by BMM, can be accepted as returns by BMM. Only products designated as Danish stock standard products by BMM may be returned, i.e. only marketable products. A copy of BMM's invoice shall accompany any return of products, as well as information stating with whom the return was agreed.
Upon receipt, returns must be whole, clean and undamaged, unless it can be proved that BMM was responsible for the damage. The returns must be properly packed when dispatched.
Delivery costs and the costs of returning products shall be paid by the Buyer, unless BMM delivered the products to the Buyer by mistake.
Unless otherwise agreed in writing, BMM reserves the right to deduct a return charge of 20% on a credit note.
17. Infringement of intellectual property rights
If BMM supplies in accordance with drawings, models or other designs procured by the Buyer, the Buyer shall indemnify BMM for liability in connection with any infringement of third party rights, such as patented design or trademark rights.
18. Products bought for the purpose of resale
The Buyer declares that his repeated or continuous purchasing of BMM's products, meant for resale, shall never result in the Buyer claiming to be a dealer, sole dealer, agent, distributor or similar for BMM. The Buyer declares to be aware of and consent to the understanding that any status as a dealer, sole dealer, agent, distributor, with the associated rights and obligations for the parties, shall exist only if the Buyer and BMM have entered into an exclusive distributor agreement in writing, signed by both parties.
BMM reserves the right to terminate co-operation and trade with any Buyer who buys or has bought BMM's products and equipment for the purpose of reselling the same. Co-operation and trade can be terminated without notice and without paying any compensation, damages or the like, irrespective of the length of the trade relations or the extent of trade. BMM cannot be committed or ordered to pay any compensation or damages whatsoever to the Buyer who buys or has bought BMM products or equipment for the purpose of reselling the same as a consequence of BMM terminating co-operation or trade.
Any dispute arising out of or in connection with a purchase agreement which is regulated in accordance with these General Terms and Conditions of Sale and Delivery shall be settled according to Danish law.
Any dispute which cannot be settled amicably shall be brought before the Court of Herning.
Brdr. Markussens Metalvarefabrik A/S 120111