Terms of sale and delivery

 

 

  1. Basis for the agreement

Unless otherwise agreed in writing between the parties, all deliveries from Fleksi A/S shall be made on the basis of the terms of sale and delivery in the following. 

 

  1. Offers

Offers made by Fleksi A/S without any specific deadline for acceptance shall lapse if acceptance has not been received two weeks after the date of the offer at the latest. 

 

  1. Price

All prices shall be in Danish kroner and exclusive of VAT. Until delivery, the buyer shall be obliged to accept changes to the price caused by documented increased costs for Fleksi A/S as a consequence of changes to exchange rates, customs duty, taxes, duties, etc. regarding the delivery agreed. 

 

  1. Delivery

The time of delivery shall be fixed by Fleksi A/S according to the best estimate in accordance with the circumstances existing when the offer is made/the agreement is entered into. 

If delay in delivery is caused by Fleksi A/S being in a situation as stated in item 11 (force majeure) or is due to circumstances beyond the control of Fleksi A/S, including circumstances with its sub-suppliers of raw materials or tools, the time of delivery shall be postponed by the period during which such obstacles apply; both parties shall, however, be entitled to cancel the agreement without liability when the obstacle has existed for more than three months.

If successive delivery has been agreed, each delivery shall be considered an independent delivery. This means that in the event of delay or defects in a part delivery, the buyer shall not be entitled to cancel the agreement as far as the remaining part deliveries are concerned.  

The place of delivery shall be Fleksi A/S Ex Works.

 

  1. Returns

Returns shall only be accepted according to prior oral/written agreement with Fleksi A/S and against payment by the buyer of the return freight. The freight risk shall be carried by the buyer. Agreement on the returning of goods shall include agreement on the extent to which the purchase amount shall be repaid to the buyer.

 

  1. Terms of payment

Payment shall be made on the date indicated in the invoice as the due date at the latest.

If payment is made after the due date, Fleksi A/S shall be entitled to impose interest on the remaining outstanding amount at any time from the due date until payment is made at the default rate of interest according to the interest act in force at any time. 

The buyer shall not be entitled to set off any claims against Fleksi A/S which have not been accepted in writing by Fleksi A/S or determined by a binding court order, and the buyer shall not be entitled to withhold any part of the purchase amount with reference to such claims against Fleksi A/S. 

 

  1. Retention of title

Fleksi A/S reserves the title to the articles sold until payment has been made to Fleksi A/S of the entire purchase amount together with interest and costs.

If the article has been sold with a view to future integration into or assembly with other objects, the articles sold shall not be covered by the retention of title when the integration or assembly has been carried out. 

In connection with transformation or processing of the articles sold, the retention of title shall remain in force so that it covers the object transformed or processed to an extent corresponding to the value represented by the articles sold at the time of the sale.   

 

  1. Samples and tools

Samples: If prior to delivery, the buyer has received a sample of the product later to be delivered to the buyer and if the buyer approves such sample without reservations, the buyer shall not be entitled to complain about defects in the goods delivered when delivery is made, if the articles delivered are of the same standard as the approved sample. 

Tools, etc.: Tools, etc., made available by the buyer to Fleksi A/S free of charge for the manufacturing of the article shall be returned to the buyer after use together with the article in connection with the delivery. Tools, etc., acquired by Fleksi A/S shall belong to Fleksi A/S, and the buyer shall not receive compensation for his possible payment of costs of purchasing or manufacturing of such tools.

 

  1. Patent, design right, copyright, etc.

If the buyer hands over drawings, models or other materials and instructions for the manufacturing by Fleksi A/S of the product ordered by the buyer, the buyer undertakes any liability for infringement of third party rights, including third party patent, design right, copyright, etc. The buyer shall be obliged to indemnify Fleksi A/S in every respect in connection with such infringement or alleged infringement of third party rights.

Drawings, etc., prepared by Fleksi A/S shall belong to Fleksi A/S regardless of a possible handing over to the buyer. The buyer shall not be entitled to copy, hand over or use such drawings, etc., without prior consent in writing from Fleksi A/S.   

 

  1. Deadline for complaints

Defects: On delivery the buyer shall immediately carry out the examination of the articles sold required by good business practice. If the buyer wants to claim a defect, the buyer shall no later than eight days after delivery inform Fleksi A/S accordingly in writing, stating the nature of the defect. After such deadline for complaints, the buyer shall not be entitled to claim remedies for defect against Fleksi A/S: In the event of defects, Fleksi A/S shall be entitled to remedy the defect or re-deliver the articles.

Delay: If the buyer wants to claim delay, this shall be done no later than on delivery by rejecting the article. If delivery is effected, the buyer shall be considered to have approved the time of delivery as on time.

 

  1. Limitation of liability and exemption from liability (force majeure)

Fleksi A/S shall not be liable for the buyer’s operating loss, loss of time, loss of profit or other indirect losses which occur as a consequence of delay or defects in the articles sold. The liability of Fleksi A/S to pay compensation because of defects or delay or other types of default or as a consequence of product liability, respectively, shall be limited to the articles ordered and the amount of liability shall not exceed the invoiced price for the articles exclusive of VAT. 

The following circumstances (force majeure) shall lead to exemption from liability for Fleksi A/S if they prevent fulfilment of the agreement or make fulfilment unreasonably burdensome. Labour dispute and any other circumstance beyond the control of the parties, such as fire, war, mobilisation or unforeseen call-up to a similar extent, seizure, foreign exchange restrictions, riots and unrest, shortage of means of transport, general shortage of goods, fuel restrictions, and similar circumstances which are normally characterised as force majeure. The same shall apply to defects in or delay of delivery from sub-suppliers caused by any of the circumstances mentioned in the present item. 

 

  1. Product liability

Fleksi A/S shall accept product liability only according to the mandatory statutory provisions in force at any time, and shall not accept liability in addition to such statutory provisions. Furthermore, the Fleksi A/S shall not accept any product liability which is not covered by statutory provisions as developed in legal practice.   

 

  1. Governing law and venue

The contractual relations and any dispute between Fleksi A/S and the buyer shall be decided according to Danish law. Danish rules regarding international choice of law and venue which may indicate governing law or venue which differ from what is stated in the present terms of sale and delivery shall, however, not apply. Any dispute between the parties shall be settled by the court in Herning, Denmark, as the court of first instance.

 

FLEKSI A/S – CVR no 10 15 62 46 – www.fleksi-as.dk