TERMS OF SALE AND DELIVERY
The Terms of Sale and Delivery for ANDERSEN-ANDERSEN ApS, Vester Voldgade 110 Copenhagen Denmark, CVR 33155751, hereinafter called ANDERSEN-ANDERSEN ApS shall apply to all orders – and prevail over any such terms or similar terms from a customer – unless the terms are dispensed from by express written agreement. The Terms of Sale and Delivery shall be subject to changes periodically and without notice
1. ORDER CONFIRMATION
When submitted, the order is binding. Upon ANDERSEN-ANDERSEN ApS written confirmation of the order, a final agreement on sale and delivery of goods has been entered into. The order is accepted subject to goods, raw materials and the like being available. If unforeseen difficulties arise or if unsatisfactory credit information about the customer is obtained after the acceptance of the order, ANDERSEN-ANDERSEN ApS will be entitled to cancel the confirmed order exempt for liability of any kind or to demand provision of a fully adequate bank guarantee. The customer’s cancellation of the confirmed order can only be accepted with prior written consent from ANDERSEN-ANDERSEN ApS. Cancellations or changes to the issued order confirmation must be made in writing to ANDERSEN-ANDERSEN ApS within ten (10) business days from order confirmation receipt. Changes to the order or cancellations after this date shall incur a cancellation fee of 50% of the order changes or cancelled, payable immediately to ANDERSEN-ANDERSEN ApS.
2. TERMS OF DELIVERY
The goods shall be delivered in accordance with ICC Incoterms 2010 ex works by ANDERSEN-ANDERSEN ApS, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases. ANDERSEN-ANDERSEN ApS may, depending on the circumstances, assist in arranging dispatch of the ordered goods if this has been agreed in writing and accepted by ANDERSEN-ANDERSEN ApS on a case by case basis and always for the customer’s account. All orders are shipped using DHL economy method, stated on the invoice and paid by the customer unless otherwise agreed upon in writing by ANDERSEN-ANDERSEN ApS.
3. DELIVERY TIME AND DELAY
The delivery time will be stated in the order confirmation. ANDERSEN-ANDERSEN ApS shall be entitled to postpone the delivery time by fourteen (14) days and shall immediately notify the customer in writing of any such postponement. In the event of force majeure, cf., however, the provisions below, delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible.
4. RETENTION OF TITLE
ANDERSEN-ANDERSEN ApS reserves the ownership of the delivered goods until full payment is effected by the customer. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer.
All prices of ANDERSEN-ANDERSEN ApS are stated in EUR and are exclusive of VAT. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. ANDERSEN-ANDERSEN ApS will inform the customer of any price changes. The customer shall be free to fix his resale prices.
Unless otherwise agreed in writing, payment from the customer to ANDERSEN-ANDERSEN ApS will be against invoice and is due for payment just before expected delivery, when the packing list is issued.
ANDERSEN-ANDERSEN ApS may postpone delivery of orders or cancel orders by written notice and without incurring any liability for this if the customer is in arrears with payment for previous consignments delivered. ANDERSEN-ANDERSEN ApS reserves the right to cancel the order if payment is not made on the due date. Any financial loss that ANDERSEN-ANDERSEN ApS incurs as a result hereof shall be compensated fully by the customer. In the event of non-payment or where the order has been cancelled at the fault of the customer, ANDERSEN-ANDERSEN ApS reserves the right to issue a cancellation fee to the value of 50% of the cancelled order and to exercise ANDERSEN-ANDERSEN ApS property rights and reclaim the goods covered by the invoice.
7. COMPLAINTS ON NON-CONFORMITY AND REMEDIES
Any complaint on non-conformity shall be submitted in writing, and must be received by ANDERSEN-ANDERSEN ApS no later than eight (8) days after delivery or – if delayed – expected delivery of the goods. In the event of non-visible damage, the complaint shall likewise be submitted no later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, no later than twelve (12) days after the delivery date. If a part of the order is not delivered or is delayed or if part of the order is defective or deficient, the order may only be cancelled for this part of the order. Any complaint must be specific, documented and contain a precise specification on the contents of the complaint. No returns will be considered without prior written approval by ANDERSEN-ANDERSEN ApS. In the event of non-conformity ANDERSEN-ANDERSEN ApS shall not be liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever. In any event, the maximum liability shall be equal to repayment by ANDERSEN-ANDERSEN ApS to the customer of the payment made for the delayed or defective part of the order.
8. EXEMPTION FROM LIABILITY (INCLUDING FORCE MAJEURE)
The Parties shall not be liable if the following non-exhaustive circumstances of force majeure occur and prevent or postpone the performance of the Agreement: war and mobilization, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and ex-port restrictions, death, illness or absence of key staff members, computer viruses or any other circumstances that are beyond the Parties direct control. In such case, the Party shall be entitled to postpone fulfilment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this, if the obstacle causes fulfilment to be postponed for more than six (6) months.
9. PRODUCT LIABILITY AND LIMITATION OF LIABILITY
ANDERSEN-ANDERSEN ApS shall be liable for injury and damage caused by ANDERSEN-ANDERSEN ApS’s products after the products have been placed on the market to the extent that this is required by law. Notwithstanding the above ANDERSEN-ANDERSEN ApS shall not liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever.
10. VENUE AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with Danish law, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
(a) Customers outside of the EU: Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Copenhagen, and the language to be used in the proceedings shall be Danish.
(b) Customers within the EU: Any dispute, controversy, or claim arising out of or in relation to this Agreement, or the breach, termination, or invalidity thereof, which can not be settled amicably between the Parties, shall be brought before a Danish District Court applicable to the ANDERSEN-ANDERSEN ApS head office. Even if the ANDERSEN-ANDERSEN ApS has initiated a court action against the customer, the ANDERSEN-ANDERSEN ApS may at any stage decide to settle any dispute by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Copenhagen, and the language to be used in the proceedings shall be Danish. The proceedings and the award shall be confidential without time limit. It is agreed that no appeal on any question of law otherwise may be made to any court.
Irrespective of the above mentioned in Article 10, and in the event debt collection by ANDERSEN-ANDERSEN ApS is required, ANDERSEN-ANDERSEN ApS may at its own discretion decide to recover the debt at the customer’s venue in accordance with the applicable law in the relevant country.