1. Agreement commencement: 1.1. These standard terms and conditions of sales and delivery shall be utilised to the extent they are not explicitly deviated from in the event of another written agreement.
1.2. The quote shall be binding for 30 days calculated from the date of the quote unless otherwise explicitly specified.
1.3. The descriptions, illustrations and dimensions, etc. specified in Mouritsen A/S’ catalogues, brochures, drawings and the like shall be considered as approximate and not binding for Mouritsen A/S. In line with technical developments, Mouritsen A/S shall reserve the right to carry out changes to these without prior notification.
1.4. Specifications in the quote are Mouritsen A/S’ standard specifications. If Mouritsen A/S’ standard specifications are not used, this shall be agreed on in writing.
2. Prices and payment – retention of title: 2.1. All prices shall be in Danish Kroner and shall be applicable on the date of commencement of the agreement. All prices shall be exclusive VAT, public levies of any kind, packaging, transportation, etc. Prices in the price tables are non-binding and can, at any time, be changed without notice.
2.2. Mouritsen A/S shall have the right to increase agreed prices on non- delivered products corresponding to price increases implemented by Mouritsen A/S’ sub-contractors, cooperation partners, etc.
2.3. Furthermore, Mouritsen A/S shall be entitled to bill handling charges for small orders. Applicable rates shall be disclosed upon enquiry.
2.4. Payment shall take place, net cash, at the latest 14 days after delivery. In the event of late payment, default interest will be charged corresponding to 2% per commenced month.
2.5. Mouritsen A/S calculates a collection fee of EUR 30 per forwarded reminder. Should Mouritsen A/S hand over the overdue payment to a lawyer with a request that receivables are to be sent to debt collection, a fee of at least EUR 35 is charged.
2.6. Should payment not take place on the due date, or should the Buyer not purchase/receive the sold products when the Buyer is obligated to do so, the seller shall have the right to immediately and without further notice cancel the purchase.
2.7. The ownership of the sold products shall remain, in every respect, the property of Mouritsen A/S until the purchase sum and all other costs relating to the purchase have been effectively paid by the Buyer.
3. Delivery time and place for Mouritsen A/S’ deliveries: 3.1. The specified delivery time shall be approximate unless otherwise explicitly agreed in writing. The delivery period shall be calculated from the date specified on the order confirmation or on the date final clarification of all significant conditions for the delivery has taken place.
3.2. All deliveries take place Ex Works (Incoterms 2000). The risk for the purchased products shall pass onto the Buyer upon delivery. When the Buyer is obligated to collect the product and the Seller has it ready, the risk shall pass on to the Buyer from the time it is collected. If another place of delivery is agreed on other than Mouritsen A/S’ place of business, the transport to the location including possible loading shall take place for the Buyer’s own account and risk unless other agreement is explicitly made.
4. Inspection obligation and claim: 4.1. Upon receipt, the Buyer shall immediately conduct a thorough inspection of the delivery in order to ensure that the product is without defects and delivered according to the agreement. If, at this time, the Buyer believes that the sold product is incomplete, the Buyer shall immediately notify Mouritsen A/S of this in writing if the Buyer intends to submit a claim.
4.2. Claim for defects, which should be discovered during such inspection, must be forwarded in writing 8 days after delivery in order for the Buyer to invoke the defects.
4.3. If, as far as Mouritsen A/S’ deliveries or parts thereof are concerned, the Buyer receives claims from the Buyer’scustomers or other users of Mouritsen A/S’ delivery, the Buyer shall immediately pass on the claim/submit a claim to Mouritsen A/S. If the Buyer does not comply with this obligation, the Buyer cannot submit a claim for defects or compensation to Mouritsen A/S, just as in the mutual relationship between Mouritsen A/S and the Buyer, the Buyer shall exempt Mouritsen A/S from any claim which the Buyer’s customer may have charged Mouritsen A/S.
4.4. If the Buyer has not carried out written claim within 6 months from the date of delivery, the Buyer shall be, in every respect, precluded from making inadequacy, compensation or possible guarantee claims or make other remedies applicable unless otherwise explicitly agreed.
5. Defects: 5.1. If it proves that the product is encumbered by defects, Mouritsen A/S shall have the right to carry out remedying – possibly at Mouritsen A/S’ place of business – or replace the defective product.
5.2. Only if Mouritsen A/S is not able to carry out remedying, fault rectification or adjustment, etc., within a reasonable period and by a reasonable number of remedying attempts, the Buyer can have the remedying carried out by a third party or demand reduction of the purchase sum. If the Buyer lets a third party carry outremedying without authorisation, in such case the Buyer cannot demand that his costs for this be covered by Mouritsen A/S.
5.3. In case of quantitative defects, Mouritsen A/S can carry out subsequent delivery within a reasonable period whereupon the Buyer cannot invoke non-compliance. A delivery that does not deviate by more than 10% in relation to the agreed volume shall be considered as being a fulfilment of the agreed volume.
5.4. The Buyer shall bear the risk that Mouritsen A/S’ deliveries are suitable for the purpose, which is particularly applicable to the Buyer.
6. Return of goods 6.1. Any return of goods will not be accepted unless this has been agreed up front with Mouritsen A/S. Goods returned without agreement and return number will be returned to the Buyer address at Buyers cost. Before returning any goods return number and labelling must be agreed with Mouritsen A/S.
6.2. Approved return of goods will be credited with 80% of the invoiced value. Further the return will be added a handling fee of EUR 35,- per order.
6.3. Return of goods later than 6 months after invoice date will not be accepted.
6.4. Customer drawing, -specific or -required articles cannot be returned.
7. Limitation of liability: 7.1. Mouritsen A/S is only liable for faults of the Seller’s delivery if the Buyer has used these in the prescribed and responsible manner, as well as according to Mouritsen A/S’ possible instructions. Mouritsen A/S’ liability is limited to faults in Mouritsen A/S’ own deliveries, but not for faults that arise in connection with Mouritsen A/S’deliveries being added under or to deliveries from others.
7.2. Under no circumstances shall Mouritsen A/S be liable for operational, time, profit or other indirect loss to the Buyer or the Buyer’s customers or other users of Mouritsen A/S’ deliveries. The Buyer cannot claim compensation for coverage of these costs or loss that may be in connection with the purchase, reproduction, repair, disposal, refitting, etc. of the objects or installations to which the product has been added.
7.3. To the extent Mouritsen A/S may have liability imposed from a third party, the Buyer shall be obligated to indemnify Mouritsen A/S to the extent such liability extends beyond the set limitations in these terms andconditions.
7.4. The Buyer’s potential claim, including compensation claim, to Mouritsen A/S can never exceed the total contract sum, however maximum DKK 2,000,000 for the or those services of Mouritsen A/S which are specifically tied to the or those actionable faults, etc. in the delivery, cf. however point 9 below as well as far as limitation of liability is concerned in the event of exercising instructions/consultant assistance.
8. Product liability: 8.1. In the mutual relationship between Mouritsen A/S and the Buyer, Mouritsen A/S disclaims any liability for commercial property damage which may be affiliated to Mouritsen A/S’ deliveries. If Mouritsen A/S is presented with claim for compensation for damage from the Buyer’s customers, the customers of the Buyer’s customers or other later users of Mouritsen A/S’ deliveries, the Buyer shall be obligated to exempt Mouritsen A/S from any such claim as well as cover Mouritsen A/S’ reasonable costs for defence against this.
9.1. Mouritsen A/S is a trading company and not a consulting/consultant company. To the extent Mouritsen A/S’ instructs customers within Mouritsen A/S’ field of experience; this shall take place according to Mouritsen A/S’ best knowledge at the time of instruction. Instruction shall take place based on the information supplied by the customer to Mouritsen A/S.
9.2. If the instruction regards areas in which solutions are not previously tested, Mouritsen A/S’ advice is given on the assumption that tests are conducted unless Mouritsen A/S has waived this in writing.
9.3. In the event of special requirements or specifications which the customer may have, the customer is obligated to disclose this to Mouritsen A/S in connection with Mouritsen A/S’ instruction.
9.4. Buyers of Mouritsen A/S’ instruction/consultant assistance have accepted that – whether a separate fee for this is paid to Mouritsen A/S or not – the Buyer shall not be able to make Mouritsen A/S liable or make any kind of claim applicable to Mouritsen A/S, which is larger than the fee the Buyer has paid to Mouritsen A/S for the instruction/consultant assistance. This shall also apply if the instruction/consultant assistance from Mouritsen A/S has led to or can lead to operation interruptions, faults or defects of the Buyer’s production and/or as a result of this the Buyer lets Mouritsen A/S or a third-party conduct purchases, instalment or other products, spare parts, equipment or the like.
9.5. Possible instruction from Mouritsen A/S shall be settled according to time spent unless otherwise agreed. Settlement shall take place according to Mouritsen A/S’ standard price list, including urgent tasks and tasks outside of usual office hours. With the setting of Mouritsen A/S’ hourly rates, consideration has been taken of Mouritsen A/S’ limited liability for the instruction/consultant assistance provided, cf. point 8.1.
10. Intellectual property right and non-disclosure: 10.1. All Mouritsen A/S’ intellectual property rights that may be affiliated to the delivery remain the property of Mouritsen A/S.
10.2. The Buyer shall not, without Mouritsen A/S’ written consent, have the right to provide a third party with knowledge of technical or commercial information, which by nature is confidential or which, upon commencement of the agreement or later, have been specified as being confidential. All drawings, models and other technical documents from Mouritsen A/S regarding the delivery, which before or after the commencement of the agreement are entrusted to the Buyer, belong to Mouritsen A/S. The mentioned material may only be used in the event of utilisation of the product or resale of the product included in the delivery without consent from Mouritsen A/S.
11. Force majeure: 11.1. In the event of force majeure, Mouritsen A/S is exempt from its obligations as long as the force majeure situation persists. Force majeure exists if Mouritsen A/S or Mouritsen A/S’ sub-contractors are prevented in fulfilling agreements that are regulated by these Sales and Delivery Terms and Conditions as a result of events such as war, civil war, riots, acts of terrorism, pandemics, public restrictions including sanctions, import or export bans, natural catastrophes or natural phenomena of any kind as well as widespread or local work conflicts, fire, power failure, computer virus or the like.
12. Applicable law and venue: 12.1. Disputes in connection with agreements between Mouritsen A/S and the Buyer shall be decided according to Danish law at a competent court in Mouritsen A/S’ jurisdiction.