General terms and conditions of sale and delivery for Bramming Plast-Industri A/S

1. Application:

The conditions set forth below apply to all deliveries and orders from Bramming PlastIndustri A/S (hereinafter referred to as the ”Producer”), unless other written agreements exist between the Producer and purchaser or 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 for the Producer providing the Producer has explicitly endorsed such conditions in writing.

2. Offer:

The Producer’s offer is non-binding and can be thus withdrawn until the purchaser’s acceptance.

The Producer’s offer is valid for acceptance by the purchaser for a period not exceeding 30 days from the date of the offer, after which the offer is deemed void. If the purchaser’s acceptance deviates from the offer, the Producer is no longer bound by the terms of their earlier offer.

3. Drawings and specifications:

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

4. Price:

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

All prices are valid for one year. However, the Producer is at any time entitled to – with effect from the 1st in any subsequent calendar month – impose a raw materials surcharge, or increase an existing raw materials surcharge, due to rises in raw materials and consumables that form a part of the Producer’s deliveries.

5. Payment:

Payment shall be made in accordance with the terms and conditions of payment specified in the Producer’s offer. Upon payment after the due date, 2% in interest is added from the date for each month or part of a month thereof.

Delays, non-conformities or other demands from the purchaser’s side shall not entitle the purchaser to withhold or set-off the purchase amount, thus the purchaser is obligated to pay the purchase amount as if delivery had occurred on time without defect, as the purchaser is directed to seek restitution.

6. Quantity

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

7. Right of ownership:

Supplied products shall 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.

8. Delivery:

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

9. Delivery time:

All delivery times provided by the Producer are approximate.

10. Delays:

If the Producer has not completed the delivery within the approximate delivery time stated by Producer, the purchaser is entitled to set one with a comparatively reasonable date of delivery, which should however be a minimum of 5 working days after the approximate delivery time. If the Producer fails to execute delivery either within the time 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 to which the purchaser bears responsibility, the purchaser can upon written notice to the Producer terminate the agreement as regards those products which cannot be utilized as assumed, because the termination of the agreement concerning successive delivery can only occur for that part of the delivery which has not been delivered as assumed, unless the purchaser has earlier legitimately terminated a part of the delivery. The Producer’s responsibility upon delay is further limited under clauses 12 and 13.

11. Defects, claims and liability:

Any claims asserting that deliveries do not comply contractually or are otherwise insufficient, which the purchaser should have discovered upon due inspection, cannot be claimed against the Producer. In other instances, claims shall 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 1 year of receipt of the goods, on condition that the purchaser has immediately the right to claim upon discovery of the defect or has been made aware of the defect by their purchaser. Otherwise, the purchaser forfeits the right to submit a claim for the defect against the Producer.

12. Limitation of liability for damages:

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

The Producer is not liable to pay damages 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 damages for each delivery is set at the purchase price of the product.

13. Exemption from liability – force majeure:

Force majeure and similar circumstances shall imply exemption from liability if they impede the fulfilment of the agreement or make the fulfilment of the agreement unreasonably burdensome, to include among others:
Labour disputes and any other circumstances which are beyond the control of purchaser and seller such as mobilization, war, fire, seizure, currency restrictions, insurrection and civil disorder, lack of transport means, motive power as well as raw materials and semimanufactured
items which form a part of the Producer’s products, natural catastrophes as well as shortages at or delays of deliveries from sub-suppliers due to the aforementioned circumstances in this clause or similar.

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 6 months by one of the events specified above.

14. Product liability:

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 invariable legal rules. Aside from the abovementioned instances, the purchaser is obligated to indemnify the Producer for product liability.

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

15. Applicable law and disputes:

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 shall be settled according to Danish law and Esbjerg Court is agreed as the sole venue of jurisdiction. In so much as the international law for the sale of goods may be applicable, it is agreed that this law shall not supersede the Danish Sale of Goods Act.