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Terms and conditions.

Version 4, June 2019.

1.  Application 
  The following terms of sale and delivery apply  any delivery from Stål & Form ApS (the Seller) to Stål & Form ApS 'customers (the Buyer) as an integral part of the parties' delivery agreement. The following terms of sale and delivery precede any terms or conditions that appear on the Buyer's purchase order or the Seller's sales offer, e-mails or other correspondence. Any deviations from applicable sales and delivery conditions can only take place if they have been entered into  a signed  cooperation agreement or by a written agreement between Seller and Buyer on a separate document signed by Stål & Form ApS's director, entitled "Special sales and delivery conditions". 
  Price lists 
  Information in price lists is only binding to the extent that the agreement expressly refers to them. 
  Drawings and other technical documents 
  All drawings and other technical documents relating to the Product or its manufacture, which are transferred from one party to the other before or after the conclusion of the agreement, belong to the party who provided them. Drawings, other technical documents or technical information received may not be used without the consent of the other party for purposes other than those for which the transfer was made. Without the consent of the other party, the said material may not be copied, reproduced, handed over or otherwise brought to the knowledge of third parties.

3.2.  If drawings and other technical documents prepared by the Seller are used without the consent of the Seller, the Seller is entitled to compensation in accordance with the general rules of Danish law. 
  Delivery sample 
  If a delivery test has been agreed, the test must be performed at the Seller, unless otherwise agreed elsewhere. If technical  requirements  until the test is not specified in the agreement, this must be performed in accordance with custom in Denmark. 
  Series production 

5.1  In the case of series production, the right is reserved to deliver up to 10% extra at the Buyer's expense to streamline production. However, a maximum of DKK 20,000.00. 

6.  Delivery 
  Delivery takes place at AB Sælger's place of business. If delivery other than AB Sælger's place of business has been agreed, the stated delivery date is always the day on which the Product is shipped from Sælger's place of business. Alternative delivery must be agreed separately. 

6.2.  Transport insurance is taken out by the Buyer, unless otherwise specifically agreed.

6.3.  If the Buyer forwards the Product abroad, the Buyer is responsible for the costs and risks of the transport, and it is thus the Buyer's responsibility that the Product has no defects in the shipment. If the Product is damaged during transport to a third party, repair, return, transport must only be at the Buyer's expense. 
  The seller does not carry out installation unless this has been specifically agreed. If the Seller is responsible for installation, it is the Buyer's responsibility to obtain and pay for permission from any authority, so that installation can take place unhindered in any respect.

7.2.  Installation must be done in accordance with the buyer's installation instructions and instructions. 
  If the Buyer wishes to return pallets and frames, this must be done within the quarter and by prior agreement with the Seller. Pallets and frames must be usable and returned free of charge. When crediting pallets and frames, 10% is deducted. 

8.2.  The product is packaged according to standards so that it can be transported by regular carrier. If the Buyer wants other packaging, this can be done by specific agreement and at the Buyer's expense. 
  If the parties have instead of a specific delivery time specified a period within which the delivery must take place, this period is considered to begin from the time when the Seller has received the final technical specifications, drawings, etc. However, at the earliest from the conclusion of the agreement. Ie. from the time when the Seller has received all the information that must be available for the Product to be produced.

9.2.  The seller is not liable for delays of up to 7 days in relation to the agreed delivery time. 

9.3.  If the delay in delivery is due to the circumstance which, in accordance with clause 13.1, constitutes a ground of discharge of liability or is due to the Buyer's act or omission,  i.e. if the Seller, for example, does not receive the final drawings, etc. from the Buyer, the delivery time is extended to the extent that it is deemed reasonable in the circumstances. The delivery time must be extended, even if the reason for the delay occurs after the expiry of the originally agreed delivery time.
  The seller does not have to pay conventional fines for delays. 

9.5.  If the Buyer finds that he will not be able to receive the Product on the agreement date, or if a delay on the part of the Buyer must be considered probable, the Buyer must without undue delay notify the Seller in writing and at the same time state the reason for the delay and as far as possible. to be able to find  place. If the Buyer fails to receive the Product on the agreed day, the Buyer is nevertheless obliged to make any payment conditional on delivery, as if delivery of the material in question had taken place. The Seller must ensure that the Product is stored at the Buyer's expense and risk. On  At the Buyer's request, the Seller must insure the Product at the Buyer's expense. 

9.6.  Unless the Buyer's omission specified in clause 9.5 is due to something in accordance with the conditions mentioned in clause 15.1, the Seller may in writing request the Buyer to receive the Product within a reasonable time. If the Buyer fails to do so within such a period of time - for reasons for which the Seller is not responsible - the Seller is entitled by written notice to the Buyer to terminate the agreement for the ready-to-deliver part of the Product, which due to the Buyer's discharge  will not be delivered. The Seller is then entitled to compensation for the damage that the Buyer's default has caused him. 
  Maximum compensation from Seller 
  The compensation may not exceed the part of the Product's purchase price that the termination covers.   

10.2.  No matter what the Seller has to pay compensation for, it can always be a maximum of 2x the value of the Product. 
  Responsibilities and shortcomings 
  The Buyer is obliged to review this immediately upon receipt of the Product, in order to ensure that the Product is in all respects defective and delivered in accordance with the contract. 

11.2.  Complaints about errors or defects, including missing paragraphs. number, must be submitted in writing and no later than 5 working days after the Buyer has received the Product. 

11.3.  The Product may only be returned by prior written agreement with the Seller and always provided that the Product is returned with a delivery note with a detailed description of the defects complained of. 

11.4.  Buyer must ensure that the Product is properly packaged upon return. 

11.5.  If the complaint is made in time, and the Seller accepts the complaint, the Seller has, at his own choice and within a reasonable time, the right to choose whether the Seller will make a replacement, remedy the defect or refund the purchase price. 

11.6.  Any repair is carried out by the Seller, unless the Seller deems it appropriate for the defective part or possibly the Product to be repaired by the Buyer.

11.7.  Buyer is not entitled to withdraw the trade if Seller offers to make it in point  11.5  said remedy. 

11.8.  The Seller is always free from liability to the extent defects are due to the Buyer's technical specifications, drawings, instructions and instructions.  


11.9.  Seller's liability only covers defects that appear within one year from the date the Product was delivered. If the Product is used more intensively than has been agreed or can be considered presumed at the conclusion of the agreement, the defect will be rejected. Buyer has the burden of proving that the Product has been used as agreed. 

11.10.  For parts that have been replaced or repaired according to point  11.5. the Seller assumes the same obligations as apply to the original equipment for a period of one year.

11.11.  If the Buyer has given such notice as mentioned in clause 11.5 and it turns out that there is no defect which  The Seller is responsible for, the Seller is entitled to compensation for the work and costs that the complaint has caused the Seller. 
  Seller may require deposit in connection with inquiry and execution of complaints. The product is not returned until the extra work has been paid for.

11.13.  If any disassembly and assembly entails intervention in anything other than the Product, the work and costs thereof shall be borne by the Buyer.

11.14.  The Buyer shall bear the additional costs incurred by the Seller in remedying defects as a result of the Product being located at a place other than the destination specified in the agreement or - if such is not specified - the place of delivery.  


11.15.  Defective parts, which are replaced in accordance with clause 11.5, are placed at the Seller's disposal and become the Seller's property.  


11.16.  Seller makes remediation within a reasonable time. If remediation has not been made before the deadline set by the seller, the buyer can at his own choice:

a) have the repairs required and / or have new parts made at the Seller's expense and risk, provided that the Buyer does so in a reasonable and reasonable manner, or 
  require a proportionate reduction, however, not exceeding 15% of the agreed purchase price.

c) If the Seller considers that the defect is significant, the Buyer may instead terminate the agreement by written notice to the Seller. The buyer also has the right to terminate the agreement if the defect or action as mentioned under a) continues to be significant. Upon termination, the buyer can claim compensation for his loss, however, not exceeding 15% of the agreed purchase price. Buyer may not start a complaint without prior agreement with Seller. 

11.17.  The Seller's liability does not include defects, caused by material provided by the Buyer, or by constructions prescribed or specified by the Buyer, cf. Among other things, point 11.8. 

11.18.  The seller's liability only covers defects that arise under the working conditions stipulated in the agreement and during the correct use of the Product. The liability does not cover defects which are due to reasons that have arisen after the risk has passed to the Buyer. The liability does not include, for example  defects due to inadequate maintenance, incorrect installation made by the Buyer, changes made without the Seller's written consent or repairs that the Buyer has performed in an incorrect manner.  Finally, the liability does not include normal wear and tear and deterioration. The Seller is always free from liability to the extent that the defect is due to the Buyer's technical specifications, drawings or instructions / instructions. It is noted that the list is not exhaustive. 

11.19.  The seller has no liability for defects other than those prescribed in items 11.1 - 11.18. This applies to any loss that the defect may cause, including operating losses, lost earnings and other financial consequential losses. This limitation of the Seller's liability 
does not apply if he has been guilty of gross negligence.
  Unless otherwise agreed, the payment terms are: 50% on order and 50% before delivery. 

12.2.  In the event of default, the Seller may tighten the payment terms. 

12.3.  Seller reserves the right to issue an on-account invoice if the order exceeds 1 month delivery time. 

12.4.  If the Buyer does not pay on time, the Seller is entitled to default interest from the due date with an interest rate of 2% per. month.

12.5.  In connection with a possible dispute, the Seller is entitled to default interest from the due date with the interest rate that applies in accordance with the legislation on interest in the event of late payment in the Seller's country. If the Seller's country is Denmark, the default interest must, however, constitute the officially determined discount with the addition of 9 percentage points.

12.6.  If the Buyer does not pay by the due date, the Seller reserves the right to withhold any other order until full payment has taken place.

12.7.  If 50% of the order is not paid on the due date, the Seller reserves the right to postpone the delivery date accordingly. 

12.8.  If the Buyer has not paid the amount due after 1 month, the Seller is entitled, by written notice to the Buyer, to terminate the agreement and in addition to default interest to demand compensation from the Buyer for the loss suffered by the Seller. The compensation can not exceed it 
agreed purchase price.
  Retention of title 
  The Product remains the Seller's property until payment has been made in full, to the extent that one  such retention of title is valid under applicable Danish law. 

13.2.  Seller has the right to take partial pictures of the Product for use in advertising in newspapers, brochures, website, etc. 
  Liability for damage to property caused by the Product (product liability) 
  The Buyer shall indemnify the Seller to the extent that the Seller is held liable to third parties for such damage and such loss for which the Seller is not liable to the Buyer pursuant to clauses 14.2 and 14.3. 

14.2  Seller is not responsible for damage caused by the Product:

a)  on immovable property or movables which occur while the Product is in the Purchaser's possession, 
  on products manufactured by the Buyer, or on products in which these are included,

c)  for damage to real estate or movables such as these  products as a result of the Product causes,

d) in case of death / disability 

14.3  In no event shall the Seller be liable for operating losses, lost profits or other financial consequential losses.

  The aforementioned limitations of the Seller's liability do not apply if he has been guilty of gross negligence. Attention is drawn to the fact that the Buyer has the burden of proof for this. 

14.5  If a third party makes a claim against one of the parties for liability in accordance with clause 14, that party shall immediately  notify the other party. Seller and Buyer are mutually obligated to sue in the court or arbitral tribunal which hears 
claims brought against one of them on the basis of an injury or loss allegedly caused by the Product.

14.6  However, the mutual relationship between Buyer and Seller must always be settled by arbitration in accordance with clauses 14.1 and 14.2. The Seller is not responsible for product liability in addition to the Seller's insurance coverage, which amounts to DKK 15,000,000 per. insurance year. If in an insurance year total claims are made from the Buyer and from the Seller's other customers that exceed this limit, the Seller's liability to the Buyer and the other customers is reduced in proportion to their respective claims. 
  Discharge (Force Majeure) 
  The following circumstances give rise to liability if they prevent the performance of the agreement or make the performance unreasonably burdensome: labor dispute and any other circumstance beyond the control of the parties, such as fire, war, mobilization or 
similar calls, military requisitions, seizures, currency restrictions, riots and unrest, lack of means of transport, general shortages, shortages of power and shortages or delays in deliveries from subcontractors due to any of the circumstances mentioned in this paragraph.

15.2  It is the responsibility of the party wishing to invoke any ground of discharge, as mentioned in clause 15.1 without delay, to notify the other party in writing of its occurrence and termination. In the event of force majeure with the Buyer, this must cover the costs incurred by the Seller to secure and protect the Product. 

15.3  According to these general terms and conditions of delivery, either party may terminate the agreement by written notice to the other party if performance of the agreement is prevented for more than 6 months by an event as mentioned in clause 15.1. 

  Disputes and Choice of Law 
  Disputes in connection with the agreement and everything that is related to it, can not be subject to court review, but must be decided by arbitration in accordance with the legal rules on arbitration that apply in the Seller's country, Denmark.

16.2.  A possible arbitration case must be held in Aarhus or Odder Municipality. 
  Theft and Damage 

17.1  In case of theft and damage to the Buyer's own delivered item 
or equipment to the Seller's domicile or during transport
made by Sellers from and to Seller's domicile, assumes
Buyer says a deductible of DKK 50,000.

18.  Commodity prices for Steel 

18.1  If the raw material price of steel increases by more than 5%, calculated in relation to the raw material price at the time of the Seller's submission of an offer, the Seller may demand an increase in the price. The increase in the steel price in addition to 5% can thus be added to the offer and acceptance sum. Stated prices apply - where nothing else is explicitly stated - net of the Seller's business excluding packaging and excluding taxes and duties, customs duties, etc. in both the Seller's and the Buyer's country. 

18.2  In the event that you stop using the commodity index, a corresponding index, or an index determined by the Seller, is used. 

19.  Quality, workmanship, quality assurance and traceability 

19.1.  The Buyer is obliged to notify the Seller in writing prior to the conclusion of the delivery agreement of all requirements for the delivery's quality, workmanship, quality assurance and traceability, including for example the special requirements that apply if parts of the delivery are in contact with food. 

19.2  The Seller shall only ensure that the delivery meets such requirements for quality, workmanship, quality assurance and traceability as the Seller has expressly accepted in the Seller's order confirmation or in a written delivery agreement, regardless of whether the delivery is to be used for such purposes where other quality requirements apply. , workmanship, quality assurance and traceability. 

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