1.1 The general Terms of Sale and Delivery set out below shall apply to any offer, sale or delivery, unless otherwise agreed in writing.
1.2 In the event of any discrepancy between the Parties’ individual terms, these Terms shall prevail.
2.0 Offer and price
2.1 All offers made in writing will stand for a period of 2 weeks.
2.2 All prices are quoted exclusive of VAT and the Purchaser shall accept any price changes as a result of changes in exchange rates, customs duties, direct or indirect taxes, tax refunds, etc during time from the date of making the offer until the conclusion of a final agreement.
3.0 Sales literature
3.1 No information or data in the general sales literature or price lists of SAM PARTNER A/S shall directly or indirectly be considered to contain any warranty and shall be binding only to the extent that the agreement contains any express reference to such information or data.
4.0 Payment and granting of credit
4.1 Payment shall be effected in cash on delivery, unless otherwise agreed in writing or specified in the invoice.
4.2 Credit without any provision of security will be granted only based on satisfactory financial information.
4.3 As of the due date, interest will accrue at the official default rate at any time.
4.4 The Purchaser shall not be entitled to offset any amount against invoices issued unless the counterclaim has been admitted in writing by SAM PARTNER A/S.
5.0 Retention of title
5.1 The product sold shall remain the property of SAM PARTNER A/S until the payment of any and all amounts relating to the order.
6.1 The terms of delivery agreed shall be construed in accordance with the Incoterms applying at the time of the conclusion of the agreement.
6.2 Delivery shall be ex works unless otherwise agreed in writing.
6.3 SAM PARTNER A/S reserves the right to deliver by instalments.
7.0 Liability for any delay
7.1 SAM PARTNER A/S shall not be liable for any operating loss, loss of profit, lost savings or any other indirect loss incurred by the Purchaser or any third party, as a result of any delay.
7.2 SAM PARTNER A/S shall be liable only for any loss not exceeding the purchase price of the deliveries delayed.
7.3 SAM PARTNER A/S shall not be liable for any delay unless there is proof that such delay is attributable to negligence on the part of SAM PARTNER A/S or any other party for which SAM PARTNER A/S is responsible.
8.0 Liability for defects
8.1 SAM PARTNER A/S shall not be liable for any operating loss, loss of profit, lost savings or any other indirect loss incurred by the Purchaser or any third party, as a result of any defect in the deliveries.
8.2 SAM PARTNER A/S shall not be liable for the Purchaser’s use of the deliveries.
8.3 At the time of delivery, the Purchaser shall be under an obligation to carry out adequate inspection of the delivery immediately. If not, the Purchaser will forfeit the right to give notice of any non-conformity.
8.4 SAM PARTNER A/S shall be entitled to remedy any defect, including to replace any defective product, within reasonable time.
8.5 In the event that remedy/replacement is not possible, SAM PARTNER A/S reserves the right to grant a proportionate reduction of the price or accept the defective deliveries for return against repayment of the purchase price without the Purchaser being entitled to raise any further claim against SAM PARTNER A/S.
9.0 Notice of non-conformity
9.1 In the event of any defect/delay, the Purchaser shall, without delay, after the delivery give written notice to SAM PARTNER A/S of such non-conformity.
9.2 The Purchaser will forfeit the right to assert any defect in any product if such notice has not been given 6 months after delivery at the latest.
10.0 Product liability
10.1 As regards any damage caused by defective products, SAM PARTNER A/S shall be liable only if that appears from mandatory statutory provisions.
10.2 SAM PARTNER A/S shall not be liable for the Purchaser’s use of the products. SAM PARTNER A/S shall not be liable for any damage caused by the products
a) to any movable or immovable property, occurring while the material is in the Purchaser’s possession;
b) to any product manufactured by the Purchaser or to any product in which such product is incorporated or for any damage to any movable or immovable property caused by that product as a result of SAM PARTNER A/S’ product.
10.3 SAM PARTNER A/S shall not be liable for any operating loss, loss of profit or any other indirect loss incurred by the Purchaser or any third party as a result of any defective product.
10.4 In the event that any product liability is imposed on SAM PARTNER A/S in relation to any third party, the Purchaser shall be obliged to indemnify SAM PARTNER A/S to the extent appearing from the above.
10.5 The Purchaser shall be obliged to subject to the same venue and governing law as SAM PARTNER A/S.
10.6 In the event that any third party raises any claim for product liability against either of the Parties, such Party shall immediately inform the other Party of such claim.
11.0 Force majeure and any other unforeseen event
11.1 Unless SAM PARTNER A/S has been able to avoid or prevent any consequence, SAM PARTNER A/S shall not be liable for any delay or non-performance, in whole or in part, as a result of force majeure, including war, riot, strike, lockout, blockade, ban on import or export, seizure, exchange controls, general scarcity of goods, fire, theft, act of God, etc, whether on its own part or on the part of any supplier.
11.2 SAM PARTNER A/S shall as soon as possible give written notice to the Purchaser of any such event.
12.0 Regulations, statutes and standards
12.1 Each delivery shall comply with the Danish and European regulations, statutes and standards in force at the time of the order confirmation, including as regards approval and labelling.
13.0 Governing law and venue
13.1 Any dispute between the Parties shall be subject to Danish law. The venue shall be the Court in Kolding.