Terms of sale and delivery
Guidelines for sales, delivery and complaint conditions
WHEN SELLING TOOLS AND MACHINE TOOLS
Created by
ASSOCIATION OF WHOLESALERS FOR TOOLS AND MACHINE TOOLS
Conditions apply to all orders and deliveries unless otherwise agreed in writing.
1. OFFER
1. All offers are subject to change without notice and subject to prior sale, unless expressly stated otherwise.
2. PRICES
1. If the material is listed in a price list used by the Seller, the price calculation shall be based on the list which
is valid on the day of delivery.
2. Written offers by letter, fax or email are subject to prior sale. Unless expressly
If a period for acceptance is specified, the offer expires if the acceptance is not received by the seller at the latest on the same weekday in the week following the date of the offer.
3. Prices given verbally – including by telephone – are considered binding offers.
4. All prices are exclusive of VAT.
3. Trade-in price
1. If the offer, order confirmation or purchase contract stipulates that the seller must replace equipment, the buyer shall bear the risk for this until
the trade-in item is handed over to the seller. All trade-in prices are determined under the assumption that the trade-in item:
2. is handed over to the seller in the same condition in which he inspected it, except for normal wear and tear,
use until delivery and
3. is properly maintained and inspected until handed over to the seller.
4. If the value of the item to be exchanged does not correspond to the stated value due to circumstances for which the buyer bears the risk
trade-in price, the difference will be offset against the cash portion of the purchase price.
4. DELIVERY CONDITIONS (FORCE MAJEURE)
1. The following circumstances lead to an exclusion of liability if they prevent or make impossible the fulfilment of the contract
unreasonably burdensome: labor disputes and all other circumstances beyond the control of the parties, such as fire, war
mobilization or conscription of a similar magnitude, requisition, confiscation, currency restrictions, rebellion and
unrest, lack of means of transport, general shortage of goods, restrictions on motive power and deficiencies in or
delays in delivery by subcontractors due to the circumstances referred to in this section.
The circumstances mentioned only lead to an exclusion of liability if their influence on the fulfilment of the contract is not
provided for at the time of conclusion of the contract.
2. It is the responsibility of the party wishing to rely on a ground of exemption under clause 4.1 to
inform the other party of its occurrence and termination. In case of force majeure on the part of the buyer, the buyer must
costs incurred by the seller for securing and protecting the material.
3. Notwithstanding anything else contained in these General Terms and Conditions of Delivery, either party may terminate the contract by
written notice to the other party if the performance of the contract is prevented for more than 6 months by an event which
mentioned under point 4.1.
5. DELIVERY TIME
1. The parties may agree that delivery shall take place on a specific date or time after the conclusion of the contract. This is a
provided that all information necessary for the execution of the order is available at the time of the agreement
seller's knowledge.
2. With regard to the goods that are not in the seller's warehouse, the seller is obliged to inform the buyer immediately and when
delivery is expected.
3. If the seller does not deliver within the delivery time, the buyer is entitled to demand delivery and by notifying the seller
set a final, reasonable deadline for this and state that the buyer intends to withdraw from the contract if delivery is not made
within this period. If delivery is not made within the set period, the buyer is entitled to
written notice to the seller to terminate the contract.
4. If the buyer does not withdraw from the contract, he shall have no right to compensation for damages due to delay on the part of the seller.
6. PACKAGING
1. Packaging shall be as secure as reasonably practicable in the Seller's best judgment and shall be at the Buyer's expense, provided that:
Packaging is not included in the price. Refunds for returned packaging will only be issued after prior written agreement.
7. SHIPPING
1. All shipments shall be made exclusively in accordance with the Buyer's instructions and at his expense and risk. If the Buyer does not
If a specific shipping method is required, the seller will select it at his sole discretion.
8. BROCHURES AND DRAWINGS
1. Brochures, drawings and technical data are non-binding in their information, design
changes.
9. WEIGHT INFORMATION
1. Weight information can be used as an approximate guide for calculating costs and
foundation.
10. Retention of title and right of withdrawal
1. The seller retains ownership of the sold item until full payment of the purchase price including VAT.
It is agreed that the purchase price or part thereof is to be paid more than 3 months after delivery of the item,
the retention of title and the seller’s right of withdrawal as well as the information referred to in Section 9 of the Credit Agreement Act are in
the purchase contract, which must be signed by the buyer at the latest upon delivery of the item, and a copy of the contract must be presented at the same time
is handed over to the buyer.
11. PAYMENT
1. The payment period shall commence upon delivery. In cases where certificates must be attached to a delivery in accordance with the agreement,
the payment period for the part of the delivery covered by certificates shall commence at the time when both materials
as soon as the certificate(s) is/are issued.
2. If the payment deadlines are exceeded, the Buyer is obliged to pay default interest on the amount owed under the agreement or
custom.
3. The seller may require the buyer to pay in cash or provide satisfactory security for payment.
4. Payment by set-off cannot take place if the counterclaim is disputed.
5. Failure to comply with payment terms is considered a material breach and entitles the seller to stop
further deliveries and to demand that any receivables from the buyer, whether due or not, be paid immediately and
harmless.
6. Complaints do not entitle the buyer to withhold payment for deliveries made.
12. COMPLAINT
1. Complaints must be made in writing and must reach the seller no later than 6 working days after delivery has taken place.
For defects and errors that cannot be discovered by careful examination of the sold item, complaints must be made no later than 6
working days after the error/defect could have been discovered with ordinary care. Complaints must in all cases be
circumstances have occurred before the expiry of the period stated below. The complaint period applies to all types of
defects and errors and is unconditional, as the seller disclaims any liability for defects and errors, which may be
complaints made after the deadline has expired, as well as in cases where the conditions stated below under remedying defects are
fulfilled.
13. REMEDY OF DEFECTS
1. The seller is obliged to remedy all defects caused by errors in design, material or manufacture by carrying out
repair or replacement of the material in accordance with clauses 13.2 – 13.15 below.
2. The seller's liability only covers defects that become apparent within one year from the date the material is delivered. If the material is used
more intensive than agreed or can be considered as a prerequisite when the agreement was concluded, this period is shortened
proportionally.
3. For the parts replaced or repaired according to clause 13.1, the seller assumes the same obligations as apply
for the original material for a period of one year. For the remaining parts of the material, the period mentioned in point 13.2 is extended
only for the period during which the equipment could not be used as a result of the defects mentioned in clause 13.1.
4. The buyer must give written notice of a defect to the seller without undue delay after the defect has become apparent,
and in no case later than 2 weeks after the deadline mentioned in clause 13.1 has expired, cf. clauses 13.3 and 13.14.
The notification must contain a description of how the defect manifests itself. If there is reason to believe that the defect
may result in a risk of damage, such notification must be given immediately. If the buyer does not notify the seller in writing
of a defect within the deadlines specified in this clause, the buyer loses his right to make claims in connection with
of the lack.
5. After receiving written notice from the buyer in accordance with clause 13.4, the seller must remedy the defect without
unjustified delay. The seller must bear the costs thereof in accordance with the provisions of clauses 13.1 –
13.13. The repair shall be carried out at the buyer's premises, unless the seller finds it appropriate that the defective part
or possibly the equipment is returned so that the seller can carry out repairs or replacements on its own premises.
6. If the disassembly and assembly of the part requires special expertise, the seller is obliged to carry out such disassembly.
and assembly. If such special expertise is unnecessary, the seller's obligation regarding the defective part is
fulfilled when he has delivered a properly repaired or replaced part to the buyer.
7. If the buyer has given such notice, as mentioned in clause 13.4, and it turns out that there is no
defect for which the seller is responsible, the seller is entitled to compensation for the work and costs
the complaint has caused him
8. If any dismantling and assembly involves intervention in anything other than the equipment, the work and costs are the responsibility of the customer.
thereby the buyer.
9. Any shipment in connection with repair or replacement shall be at the expense and risk of the seller. The buyer shall
follow the seller's instructions regarding shipping method.
10. The buyer must bear the additional costs incurred by the seller in remedying defects as a result of the material
is located at a place other than the destination specified in the agreement or - if no such place is specified -
the delivery location.
11. Defective parts replaced in accordance with clause 13.1 shall be placed at the disposal of the seller and shall become his property.
12. If the seller does not fulfill his obligations under clause 13.1 within a reasonable time, the buyer may give written notice
the seller a final deadline for performance. If the obligations are not fulfilled before the expiry of the specified deadline, the buyer may
of your choice:
13. have the necessary repairs carried out and/or have new parts manufactured at the seller's expense and risk, provided
that he does this in a sensible and reasonable manner, or,
14. demand a proportional discount, but not more than 15% of the agreed purchase price.
15. If the defect is significant, the buyer may instead cancel the agreement by written notice to the seller. The buyer has
also the right to cancel the agreement if the defect remains significant after taking the measures mentioned under a). The buyer may
In the event of cancellation, claim compensation for your loss, however, not more than 15% of the agreed purchase price.
16. The seller's liability does not include defects caused by materials provided by the buyer or by constructions,
prescribed or specified by this.
17. The seller's liability only covers defects that occur under the working conditions stipulated in the agreement and under proper
use of the material.
18. The liability does not include defects that are due to causes that arise after the risk has passed to the buyer. The liability
does not include, for example, defects caused by inadequate maintenance, incorrect installation by the buyer,
changes made without the seller's written consent or repairs carried out incorrectly by the buyer.
Finally, liability does not include normal wear and tear and deterioration.
19. Notwithstanding the provisions of clauses 13.1-13.13, the seller's liability for defects does not apply to any part of the equipment other than
over 1 year from the beginning of the period mentioned in clause 13.2. 13.15 The Seller has no liability for defects beyond that in
clauses 13.1-13.14. This applies to any loss that the defect may cause, including operating losses, lost
profit and other economic consequential losses. This limitation of the seller's liability does not apply if he has
guilty of gross negligence.
14. USED TOOLS AND MACHINES
1. Used tools and machinery are sold as seen by the buyer without liability for the seller of any kind, except for fraud and
illegal.
15. PRODUCT LIABILITY
1. The rules in Danish law in force at any time apply to product liability.
2. However, the seller is never liable for operating losses, lost profits or other indirect losses.
16. Venue and applicable law
1. To the extent that a matter is not regulated in these terms and conditions, the matter shall be regulated in accordance with NLM 94.
2. Purchases and sales in accordance with these terms and conditions are otherwise subject to Danish law and the venue has been agreed to be the court in Esbjerg.