Terms of Sales and Delivery
TERMS OF SALE AND DELIVERY
The Terms of Sale and Delivery for STOF A/S, Hammershusvej 2C, DK-7400 Herning. CVR 10005523, hereinafter called STOF A/S 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 STOF A/S’ 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, STOF A/S 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 STOF A/S.
2 TERMS OF DELIVERY
The goods shall be delivered ex works in accordance with ICC Incoterms 2010, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases. STOF A/S may, depending on the circumstances, assist in arranging dispatch of the ordered goods if this has been agreed in writing and accepted by STOF A/S on a case by case basis and always for the customer’s account.
3 DELIVERY TIME AND DELAY
The delivery time will be stated in the order confirmation. STOF A/S shall be entitled to postpone the delivery time by fourteen (14) days. 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. STOF A/S 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 STOF A/S are stated in DKK/NOK/EUR/USD/GBP as specifically stated in the order confirmation and are exclusive of VAT ex. duty outside EU. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. STOF A/S will inform the customer of any price changes. The customer shall be free to fix his resale prices.
Unless otherwise agreed in writing, the payment terms shall be net 30 days as from the date of the invoice. Default interest of 2% per month will be charged after the due date in the event of nonpayment. STOF A/S 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. STOF A/S reserves the right to cancel the order if payment is not made on the due date. Any financial loss that STOF A/S incurs as a result hereof shall be compensated fully by the customer.
6 COMPLAINTS AND REMEDIES
Any complaint shall be submitted in writing, and must be received by STOF A/S not 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 not later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, not later than three (3) months 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 STOF A/S.
7 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 mobilisation, 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 fulfillment 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 fulfillment to be postponed for more than six (6) months.
8 LIMITATION OF LIABILITY
STOF A/S shall, to the extent permitted by applicable laws, and in respect of any legal basis for the claim, including product liability and intellectual property rights, not be responsible for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. In any event, the maximum liability shall be equal to repayment by STOF A/S to the customer of the payment made for the delayed or defective part of the order.
9 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) If the customer is not established within the European Economic Area (EEA) any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination hereof, 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 STOF A/S jurisdiction, and the language to be used in the proceedings shall be Danish. (b) If the customer is established within the European Economic Area (EEA) any dispute, controversy, or claim arising out of or in relation to this Agreement, or the breach, termination, or invalidity hereof, which can not be settled amicably between the Parties, shall be brought before the Danish District Court applicable to STOF A/S’ head office. Even if STOF A/S has initiated a court action against the customer, STOF A/S 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 STOF A/S’ jur isdiction, 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 9, and in the event debt collection by STOF A/S is required, STOF A/S 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.