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These sales and delivery conditions apply to all offers, sales and deliveries between Eickhoff & Co A/S (hereinafter “E&C”) and the party indicated on the invoice or offer (hereinafter “Buyer”), unless the parties in each individual case agree otherwise in writing.
1. Offer
1.1 E&C is not bound by offers made to the Buyer and can revoke submitted offers at any time without notice until the Buyer has received a written order confirmation from E&C.
2. Information on deliveries from E&C
2.1 All information about deliveries’ weight, dimensions, capacity, prices, technical specifications and other data, which are listed in catalogues, prospectuses or the like, are approximate. Such information is only binding on E&C to the extent that it is expressly reproduced in the order confirmation.
2.2 Regardless of whether drawings, technical documents and the like, prepared for use in the manufacture or procurement of deliveries or parts thereof, are left to the Buyer, these remain E&C’s property. The buyer may not use the mentioned information without prior written permission from E&C. In addition, the Buyer is obliged to prevent the mentioned information from being handed over to or used by the Buyer’s employees, consultants, customers, suppliers, sub-suppliers or others. Furthermore, the above-mentioned information may not be copied, reproduced, handed over to or otherwise communicated to third parties.
3. Prices
3.1 Prices stated in offers and order confirmations are exclusive of VAT and any other public tax. The prices are ex works, unless otherwise agreed in writing (see invoice or offer), and are exclusive of any costs for packaging.
4. Payment
4.1 The buyer must make payment to E&C in cash. Any payment pursuant to E&C’s order confirmations is due 30 days from the invoice date, unless otherwise agreed in writing. (see invoice or offer).
4.2 Paying If the buyer does not pay in time, E&C is entitled to calculate annual interest from the outstanding amount, from the due date of the amount and otherwise as indicated on the invoice. If no information on the amount of the interest is stated on the invoice, the annual interest is Danmarks Nationalbank’s fixed discount at any time plus 6%.
4.3 Interest according to point 4.2 is attributed monthly and compound interest is calculated.
5. Delivery time
5.1 E&C makes deliveries within the deadline stated on the invoice or offer. However, this only applies if E&C has received all the information necessary for the completion of the delivery within 5 working days from E&C’s dispatch of the order confirmation in writing from the Buyer.
5.2 If E&C does not deliver within the delivery time and this is not due to the Buyer’s circumstances, if the delivery time is exceeded by more than 1 month, the Buyer is entitled, by written demand to E&C, to demand delivery within a specified reasonable period thereafter (the “demand period”), however minimum 2 weeks. If E&C exceeds the demand deadline, the Buyer is entitled to terminate the agreement on the purchase by written notification to E&C. However, this applies if the Buyer’s original demand contained a statement that the Buyer intended to cancel the agreement if delivery did not take place within the demand deadline.
5.3 In the event of delayed delivery, the Buyer is only entitled to compensation for the part of the Buyer’s loss that the Buyer has suffered in the period after the expiry of the demand period and until the Buyer has or should have made cover purchases. The Buyer’s claim for compensation in connection with the delayed delivery can at most amount to an amount corresponding to the purchase price for the delayed delivery, regardless of whether the Buyer’s possible losses may exceed such an amount. However, this limitation of the Buyer’s right to compensation does not apply if the delay is due to E&C or E&C’s employees’ intent or gross negligence.
In addition, the buyer cannot claim compensation, compensation for indirect loss or other compensation due to delay on E&C’s part.
6. Place and time of delivery.
6.1 Unless otherwise agreed in writing, deliveries are delivered to the Buyer’s address.
6.2 Delivery is deemed to have taken place at the time when the deliveries are sent from E&C’s workshop or sent from a Danish customs office to the Buyer’s address or agreed place of delivery.
6.3 Shipping takes place at the Buyer’s expense and risk. In the absence of a written agreement on the method of shipment, E&C determines this.
7. Investigation duty and complaint
7.1 It is the Buyer’s responsibility to examine the delivery immediately after receipt.
7.2 If the Buyer wishes to claim that the delivery is insufficient or defective, the Buyer must send a notification to this effect, including stating the reason for the complaint, so that this notification reaches E&C no later than 8 working days after receipt of the delivery.
7.3 E&C is not obliged to receive deliveries back, unless this is a separate written agreement between the parties.
8. Warranty
8.1 For defects in deliveries that are due to errors in construction, manufacturing or materials, E&C provides a guarantee for 12 months from the date of delivery. However, E&C’s warranty only covers errors and defects that arise during proper use of the supplies within the warranty period. E&C is therefore not liable for errors resulting from incorrect use, installation or maintenance. Furthermore, E&C is not liable for errors and omissions if the delivery has been repaired by other than E&C or repairers approved by E&C. E&C is never liable for the consequences of using non-original spare parts or normal wear and tear.
8.2 In the case of using special components, the warranty period for these will be the same as E&C is able to obtain from its suppliers. The use of special components will appear in the order confirmation.
8.3 In the event of a justified and timely complaint, E&C has the right to choose either (i) to repair the defective delivery at the location where the delivery is located, (ii) to have the defective delivery returned for repair, or (iii) to replace the defective delivery delivery. E&C automatically acquires title to a returned delivery that has been exchanged for a new one. The same applies to sub-components in a delivery that E&C has replaced in connection with a repair.
8.4 When returning to E&C defective deliveries or parts thereof for repair under warranty, the Buyer bears the risk of transport and bears the freight costs, unless otherwise agreed.
8.5 If E&C has replaced a defective delivery, the warranty period for the new delivery runs from the time of the original (defective) delivery. If E&C has repaired a delivery and, in connection therewith, replaced sub-components, the warranty period for such replaced sub-components runs from the time of delivery of the delivery.
8.6 In the event of defective or defective delivery, the Buyer is only entitled to compensation for his loss, cf. point 9.1, if E&C has not remedied the defect/error within a reasonable period.
9. Limitation of liability
9.1 Limitation of liability in case of defective or defective delivery.
9.1.1 The Buyer’s claim for compensation can amount to a maximum of the purchase price for the defective/faulty delivery, regardless of whether the Buyer’s possible losses may exceed such an amount. However, this limitation of the Buyer’s right to compensation does not apply if the defect/error is due to E&C’s or E&C’s employees’ intent or gross negligence. In addition, the buyer cannot claim compensation, compensation for indirect loss or other compensation in connection with the defect/fault.
9.2 Limitation of liability for product liability
9.2.1 E&C is not liable to the Buyer for damage caused by the sold delivery race:
a) on real property or movable property,
b) on products manufactured by the Buyer,
c) on products that include products manufactured by the Buyer, or
d) on real property or movable property, which products covered by point b) or c) cause (due to the sold delivery).
9.2.2 E&C is under no circumstances liable for operating loss, loss of profit, lost profit or other indirect loss.
9.2.3 If a third party can choose to assert a claim as described in clauses 9.2.1-9.2.2 against E&C and the Buyer, and fully or partially implements the claim against E&C, the Buyer must – to the extent that E&C is held liable towards a third party – indemnify E&C.
9.2.4 If a third party makes a claim against the Buyer for compensation in accordance with this clause 9.2, the Buyer must immediately notify E&C in writing.
9.2.5 E&C and the Buyer are mutually bound to be sued in the court which hears claims for damages brought against either of them on the basis of damage allegedly caused by the delivery. However, the mutual relationship between E&C and the Buyer can be settled by arbitration, cf. below.
10. Right of ownership (retention of title)
10.1 Title to the delivered delivery (including all accessories) remains with E&C or the person to whom E&C has conveyed its right until the entire purchase price (including interest and costs) for the delivery has been paid in full to E&C or the person to whom E&C has conveyed his right.
10.2 As long as the full purchase price (including interest and costs) for the delivery has not been paid, the Buyer is not entitled to sell, pledge, clause or in any other similar way dispose of the delivery. In the same period, the Buyer is also obliged to keep the delivery insured against damage caused by fire, water, theft and vandalism for an amount that at all times covers the value in trade and water of the delivery, however at least for an amount corresponding to E&C’s to at any time being receivable from the Buyer due to the delivery.
11. Transfer of Rights
11.1 E&C is entitled to transfer its rights under the agreement on the sale of the delivery to a third party for ownership or security. E&C is obliged to notify the Buyer of such a transfer.
11.2 The buyer can only transfer or otherwise entrust his rights under the agreement on the purchase of the delivery, if E&C approves this in writing beforehand.
12. Freedom from liability (force majeure)
12.1 E&C’s obligations under the agreement on the sale of the supply shall lapse if one of the following circumstances occurs after the conclusion of the agreement and prevents its fulfillment, or makes fulfillment unreasonably burdensome for E&C: Labor dispute, fire, war, mobilization or military call-up of similar scope, military requisition, seizure .
12.2 It is the duty of E&C to notify the Buyer in writing without undue delay of the existence of a circumstance that entails freedom from liability in accordance with point 12.1.
13. Disputes and legal basis
13.1 Disagreements between E&C and the Buyer that cannot be resolved through negotiation are submitted to an arbitration court consisting of three members, two of whom are appointed by E&C and the Buyer respectively, whereupon the two members jointly appoint a third member who must act as arbitrator.
13.2 If no agreement is reached on the third member, this will be appointed by the president of the Maritime and Commercial Court in Copenhagen.
13.3 The arbitral tribunal is located in Copenhagen. The arbitration court’s handling of cases must take place in accordance with the law on arbitration in force at all times.
13.4 All legal issues that may arise in connection with the agreement on the sale of the delivery must be judged according to Danish law.
