Terms of trade

The conditions set forth below apply to all deliveries and orders from Bramming Plast-Industri A/S (the ‘Producer’), unless other written agreements exist between the Producer and purchaser and unless otherwise expressly stated in material from the Producer. Any special conditions specified in the purchaser’s order, written acceptance or similar are thus only binding upon the Producer if the Producer has explicitly endorsed such conditions in writing.

The Producer’s offer is non-binding and can thus be withdrawn until the purchaser has accepted it.

The Producer’s offer will be kept valid for acceptance by the purchaser for a period not exceeding [30] days from the date of the offer, after which the offer expires. If the purchaser’s acceptance deviates from the offer, the Producer is no longer bound by the terms of its earlier offer.

Rights to any drawings and technical documents pertaining to products or the production thereof that are entrusted by the Producer to the purchaser, either before or after the agreement commences, belong to the Producer. Such drawings and documents must not be used without the Producer’s consent for any purpose other than the resale of products by the purchaser. The aforementioned material must not be utilised, copied, reproduced, transferred or in any other way disclosed to any third party without the Producer’s consent.

All prices provided are excluding VAT, transport, taxes and duties as well as packaging.

Up to 30 days prior to delivery, the manufacturer is entitled to change the price due to increased costs, including increasing raw material prices. Increased costs include, but are not limited to, documented changes in currency exchange rates, increases in storage and transportation costs, changes in duties, taxes, fees and tax rates, etc., as well as price changes at the Manufacturer’s suppliers, including price changes on raw materials and consumables.

Payment is made in accordance with the terms and conditions of payment specified in the Producer’s offer. If payment is made after the due date, 2% interest is added from that date for each month started.

Delays, defects or different requirements on the part of the purchaser do not entitle the purchaser to withhold or offset the purchase amount. The purchaser is therefore required to pay the purchase amount as if delivery had occurred on time without defects, and the purchaser is referred to the possibility of recovering the payment.

The Producer is allowed a deviation of +/- 10% compared to the confirmed quantity.

Supplied products will remain the property of the Producer until the purchaser has paid in full for the products, including any related costs incurred by the Producer in the recovery of outstanding debt.

Unless otherwise explicitly specified in the Producer’s offer or order confirmation, the purchaser will assume the expenses and risk for all deliveries ex works, Bramming, according to INCOTERMS 2010.

All delivery times provided by the Producer are approximate.

If the Producer has not completed the delivery within the approximate delivery time stated by Producer, the purchaser is entitled to set a delivery deadline which is reasonable under the circumstances, but which must be a minimum of five working days after the approximate delivery time. If the Producer fails to execute delivery either within the delivery deadline set by the purchaser or within a fixed delivery time agreed with the purchaser, and the delay is not due to any of the conditions specified in clause 13, or conditions for which the purchaser is responsible, the purchaser can, with written notice to the Producer, terminate the agreement in relation to those products which cannot be used as expected. An agreement concerning successive delivery can only be terminated for that part of the delivery which has not been completed as expected, unless the purchaser has previously legitimately cancelled part of the delivery. The Producer’s responsibility for delays is further limited under clauses 12 and 13.

Any claims asserting that deliveries are not contractually compliant or are otherwise defective which the purchaser should have discovered upon due inspection cannot be asserted against the Producer. In other instances, claims must be submitted in writing immediately after receipt of the goods and at the latest 14 days hereafter. The same applies to any purchaser to whom the purchaser resells the goods.

With regard to defects which the purchaser or the purchaser’s purchaser has neither discovered nor should have discovered, the purchaser is entitled to submit such claims to the seller within one year of receipt of the goods, provided that the purchaser complains as soon as it identifies the defect or is alerted to it by its purchaser. Otherwise, the purchaser is no longer entitled to assert a claim for the defect against the Producer.

If liability for the delay or defect can be assigned to the Producer, the Producer’s liability in all instances is further limited as prescribed below.

The Producer is not liable for the purchaser’s or other parties’ operating loss, loss of time, loss of profits, loss of earnings or other indirect losses.
The Producer’s maximum liability for each delivery is capped at the purchase price of the product.

Force majeure and similar circumstances entail exemption from liability if they impede the fulfilment of the agreement or make the fulfilment of the agreement unreasonably burdensome, inter alia:
Labour disputes and any other circumstances which are beyond the control of purchaser and seller such as mobilisation, war, fire, confiscation, currency restrictions, insurrection and civil disorder, lack of means of transport, motive power, raw materials and semi-finished products which form a part of the Producer’s products, natural catastrophes and shortages or delivery delays at subcontractors due to the above or similar circumstances.

The purchaser is only entitled to terminate the agreement upon written notice to the Producer if fulfilment of the agreement is impeded for more than six months by one of the circumstances specified above.

The Producer is only subject to product liability to the extent that there has been intent or negligence on the part of the Producer or as a consequence of mandatory legal rules. Aside from the abovementioned instances, the purchaser is required to indemnify the Producer for product liability.

The Producer is not liable for the purchaser’s or other parties’ operating loss, loss of time, loss of profits, loss of earnings or other indirect losses.

All disputes which may arise between the Producer and the purchaser, including disputes concerning the interpretation of the general terms and conditions of sale and delivery in this agreement, or disputes which may arise in connection with the Producer’s offer/order confirmation, or in relation to any delivery from the Producer to the purchaser, will be settled according to Danish law, and it is agreed that the Court of Esbjerg is the sole venue. In so much as the international law for the sale of goods may be applicable, it is agreed that this law will not supersede the Danish Sale of Goods Act.