Acerca de
Terms and conditions.
Version 4, June 2019.
1. Application
1.1. The following conditions of sale and delivery shall apply to any delivery from Stål & Form ApS (the Vendor) to the customer of Stål & Form ApS (the Purchaser) as an integral part of the parties’ delivery contract. The conditions of sale and delivery below take precedence over all terms or conditions stated in the Purchaser’s purchase order or the Vendor’s offer of sale, emails or other correspondence. Deviations from the applicable conditions of sale and delivery are possible only if a signed collaboration agreement has been concluded or by written agreement between the Vendor and the Purchaser in a separate document signed by the CEO of Stål & Form ApS and entitled ‘Special Conditions of Sale and Delivery’.
2. Price Lists
2.1. Information in price lists shall be binding only where the contract expressly refers to them.
3. Drawings and Other Technical Documents
3.1. All drawings and other technical documents relating to the Product or its production supplied by one party to the other before or after the conclusion of the contract are the property of the party who has provided them. Drawings, other technical documents or technical information received shall not, without the consent of the other party, be used for purposes other than that for which they were provided. Such material may not be copied, reproduced, surrendered or otherwise made known to a third party without the consent of the other party.
3.2. Should drawings or other technical documents prepared by the Vendor be used without the consent of the Vendor, the Vendor shall be entitled to compensation in accordance with the ordinary rules of Danish law.
4. Delivery test
4.1. Should a delivery test be agreed, the test shall take place at the Vendor’s premises unless another venue is agreed. Should the technical requirements for the test not be specified in the contract, the test shall be carried out in accordance with customary practice in Denmark.
5. Serial production
5.1 In the case of serial production, the right is reserved for reasons of production efficiency to deliver up to 10% extra at the Purchaser’s expense, up to a maximum of DKK 20,000.00.
5.2 Framework-order/successive order, unless otherwise expressly agreed, must be received by the Purchaser within 1 year after conclusion of the order.
6. Delivery
6.1. Delivery shall take place ex works at the Vendor’s place of business. Should delivery other than ex works be agreed, the delivery date stated always means the day on which the Product is dispatched from the Vendor’s place of business. Alternative delivery shall be agreed separately.
6.2. Transit insurance shall be taken out by the Purchaser unless specifically agreed otherwise. 6.3. Should the Purchaser forward the Product abroad, the Purchaser shall bear the costs and the risk of shipping, and it shall thus be the responsibility of the Purchaser to ensure that the Product is free of faults and defects when dispatched. Should the Product suffer damage in transit to a third party, repair, return and transit shall all be at the expense of the Purchaser alone.
7. Installation
7.1. The Vendor shall not carry out installation unless this is specifically agreed. Should installation be carried out by the Vendor, it shall be incumbent on the Purchaser to obtain and pay for permission from all authorities to enable installation to proceed unhindered in every respect.
7.2. Installation shall be carried out accordingly to the Purchasers instructions.
8. Packing
8.1. Should the Purchaser wish to return pallets and frames, this shall be done within the quarter and by prior agreement with the Vendor. Pallets and frames shall be in usable condition and shall be returned carriage paid. Where pallets and frames are credited, a reduction of 10% shall be made.
8.2. The product shall be packed according to standards, enabling it to be transported by ordinary carrier. Should the Purchaser require alternative packing, this may be arranged by specific agreement and at the Purchaser’s expense.
9. Delay
9.1. Should the parties, instead of specifying a particular delivery date, have specified a period within which delivery shall take place, this period shall be considered to run from the date on which the Vendor receives the final technical specifications, drawings etc., but from no earlier than the conclusion of the contract, i.e. from receipt by the Vendor of all information required in order for the Product to be manufactured.
9.2. The Vendor shall not be liable for delays of up to 7 days from the agreed delivery date.
9.3. Should a delay in delivery be caused by a circumstance constituting grounds for exemption from liability under Clause 15.1, or by an act or omission of the Purchaser, i.e. should, for example, the Vendor not receive the final drawings etc. from the Purchaser, the delivery time shall be extended by as long as is considered reasonable in the circumstances. The delivery time shall be extended even where the cause of the delay occurs after the expiry of the delivery time originally agreed.
9.4. The Vendor shall not pay a contract penalty in the event of delays.
9.5. Should the Purchaser find himself unable to receive the Product on the day agreed, or should a delay on the part of the Purchaser appear likely, the Purchaser shall without undue delay notify the Vendor of this in writing, and shall at the same time state the cause of the delay and, if possible, the date when receipt is expected to be feasible. Should the Purchaser fail to receive the Product on the day agreed, the Purchaser shall nevertheless be obligated to make any payment arising from delivery as if delivery of the material concerned had taken place. The Vendor shall ensure that the Product is stored at the Purchaser’s expense and at the Purchaser’s risk. At the Purchaser’s request, the Vendor shall insure the Product at the Purchaser’s expense.
9.6. Unless the Purchaser’s failure as described in Clause 9.5 is caused by a circumstance cited in Clause 15.1, the Vendor may call upon the Purchaser in writing to receive the Product within a reasonable time. Should the Purchaser, for reasons for which the Vendor is not responsible, fail to do so within such a period, the Vendor shall be entitled, by notifying the Purchaser in writing, to cancel the contract for the delivery-ready part of the Product which has not been delivered due to the failure on the part of the Purchaser. The Vendor shall then be entitled to compensation for damages incurred by him as a result of the Purchaser’s default.
10. Limit to compensation from Vendor - disclaimer
10.1. Compensation shall not exceed the part of the purchase price of the Product covered by the cancellation. Any size of compensation – regardless of the reason – can never exceed the maximum insurance amount on the Vendors respective insurances with a deduction for the Vendors own risk.
10.2. Regardless of what the Vendor shall pay compensation for, it shall at all times amount to at most twice the value of the Product. In case of no insurance coverage the size of the compensation can never exceed a maximum of twice the value of the Product.
11. Liability and defects
11.1. Immediately upon receipt of the Product, the Purchaser has an obligation to examine it in order to satisfy himself that the Product is in every respect free of defects and delivered as per the contract. 11.2. Complaints regarding faults or defects, including insufficient quantities, shall be submitted in writing and at most 5 working days after the Purchaser has taken delivery of the Product. 11.3. The Product may be returned only by prior written agreement with the Vendor, and always provided that the Product is returned with a delivery note enclosed giving a precise description of the defects being complained of.
11.4. The Purchaser shall ensure that the Product is returned properly packed.
11.5. Should a complaint be submitted in good time, and should the Vendor accept the complaint, the Vendor shall be entitled, at his discretion and within a reasonable time, to choose whether the Vendor will undertake redelivery, repair the defect or refund the purchase price.
11.6. Any repair shall be undertaken at the Vendor’s premises unless the Vendor considers it appropriate for the defective part, or the Product as the case may be, to be repaired at the Purchaser’s premises.
11.7. The Purchaser shall not be entitled to cancel the transaction if the Vendor offers to undertake the repair referred to in Clause 11.5.
11.8. The Vendor shall always be free of liability where defects are due to the Purchaser’s technical specifications, drawings or instructions.
11.9. The Vendor’s liability is limited to defects which become apparent within one year of the date on which the Product is delivered. Should the Product be used intensively than was agreed or than may be regarded as having been envisaged when the contract was concluded, the defect shall be denied. The Purchaser shall bear the burden of proving that the Product has been used as agreed.
11.10. For parts replaced or repaired pursuant to Clause 11.5, the Vendor assumes the same obligations as apply to the original material for a period of one year.
11.11. Should the Purchaser make a notification as described in Clause 11.5, and should it transpire that there exists no defect for which the Vendor bears liability, the Vendor shall be entitled to reimbursement for the work and costs caused to the Vendor by the complaint.
11.12. The Vendor may demand a deposit in connection with the submission and processing of complaints. The Product shall not be returned until the additional work has been paid for.
11.13. Should any disassembly and installation entail intervention in something other than the Product, the Purchaser shall be responsible for the work and the costs thereof.
11.14. The Purchaser shall bear additional costs incurred by the Vendor when remedying defects consequent upon the Product’s being located elsewhere than the destination stated in the contract or, if no destination is stated, the point of delivery.
11.15. Defective parts replaced under Clause 11.5 shall be made available to the Vendor and shall become the property of the Vendor.
11.16. The Vendor shall carry out repairs within a reasonable time. Should the repair not be carried out within the deadline set by the Vendor, the Purchaser may, at his discretion: a) have the necessary repairs carried out and/or have new parts produced at the Vendor’s expense and risk, provided that the Purchaser does so in a sensible and reasonable way; or b) demand a pro-rata reduction of at most 15% of the agreed purchase price. Should the Vendor consider the defect to be significant, the Purchaser may instead cancel the contract by notifying the Vendor in writing. The Purchaser shall also be entitled thus to cancel the contract should the defect or the action described under a) continue to be significant. The Purchaser may, upon cancellation, demand compensation for his loss to a maximum of 15% of the agreed purchase price. The Purchaser may never proceed with any steps regarding Clause 11, without prior written agreement with the Vendor.
11.17. The Vendor’s liability shall not extend to defects caused by materials supplied by the Purchaser or by constructions prescribed or specified by the Purchaser; cf. inter alia Clause 11.8.
11.18. The Vendor’s liability shall extend only to defects occurring under the working conditions envisaged in the contract and with proper use of the Product. Liability shall not extend to defects due to causes arising after the risk has been transferred to the Purchaser. Liability shall not, for example, extend to defects caused by inadequate maintenance, improper installation by the Purchaser, changes made without written consent of the Vendor or repairs carried out incorrectly by the Purchaser. Finally, liability shall not extend to normal wear and tear. The Vendor shall always be free of liability where the defect is caused by the Purchaser’s technical specifications, drawings or instructions. Note that this list is not exhaustive.
11.19.
The Vendor accepts no liability for defects other than as specified in Clauses 11.1 to 11.18. This applies to any loss caused by the defect, including loss of business, loss of earnings and other consequential financial loss. This limitation of the Vendor’s liability shall not apply where he has committed gross negligence.
12. Payment
12.1. Unless otherwise agreed, payment terms are: 50% with order and 50% before delivery. 12.2. In case of the Purchasers violation the Vendor may increase payment terms, and withhold agreed deliveries.
12.3. The Vendor reserves the right to issue an invoice on account should the order delivery time exceed one month.
12.4. Should the Purchaser not pay by the agreed time, the Vendor may demand penalty interest at 2% per month from the due date.
12.5. Should a dispute arise, the Vendor may demand penalty interest from the due date at the rate applicable under the law relating to interest in cases of late payment in the Vendor’s country. If the Vendor’s country is Denmark, however, the penalty interest shall be the official discount rate plus 9 percentage points.
12.6. Should the Purchaser not pay by the due date at the latest, the Vendor reserves the right to withhold any other orders until payment has been made in full.
12.7. Should the 50% with order not be paid on the due date, the Vendor reserves the right to postpone the delivery date accordingly.
12.8. Should the Purchaser not have paid the amount due after one month, the Vendor shall be entitled, by notifying the Vendor in writing, to cancel the contract and demand, in addition to penalty interest, compensation from the Purchaser for the loss suffered by the Vendor. Compensation shall not exceed the agreed purchase price.
13. Retention of Title
13.1. To the extent that such a retention of title is valid under applicable Danish law, the Product shall remain the property of the Vendor until payment has been made in full.
13.2. The Vendor shall be entitled to take pictures of the Product for advertising use in newspapers, brochures, website etc.
14. Liability for Material Damage Caused by the Product (Product Liability)
14.1 The Purchaser shall indemnify the Vendor to the extent that the Vendor is liable to a third party for damage and losses for which the Vendor is not liable to the Purchaser according to Clause 14.2 and 14.3.
14.2 The Vendor shall not be liable for damage caused by the Product: a) to real estate or movable property, occurring whilst the Product is in the Purchaser’s possession; b) to products manufactured by the Purchaser or to products containing these; c) for damage to real estate or movable property caused by such products as a consequence of the Product; d) in case of death/disability with the exception of a fully insurance covered product liability situation. Any size of compensation – regardless of the reason – can never exceed the maximum insurance amount on the Vendors respective product liability insurances with a deduction for the Vendors own risk.
14.3 In no case shall the Vendor be liable for indirect losses, loss of business, loss of earnings or other consequential financial loss.
14.4 The above-mentioned limitations of the Vendor’s liability shall not apply if he has committed gross negligence. Note that the burden of proof for this fall upon the Vendor.
14.5 Should a third party present a demand for compensation to one of the parties under Clause 14, that party shall immediately inform the other party. Vendor and Purchaser have a mutual obligation to submit to the jurisdiction of the court or tribunal hearing a compensation claim laid against either of them on the basis of damage or loss alleged to be caused by the Product.
14.6 The mutual relationship between Purchaser and Vendor shall, however, at all times be resolved by arbitration in accordance with Clauses 14.1 and 14.2. The Vendor cannot be held liable for product liability exceeding the Vendor’s insurance cover, which amounts to kr. 15,000,000 per insurance year. Should the total of claims submitted by the Purchaser and by the Vendor’s other customers in one insurance year exceed this limit, the Vendor’s liability to the Purchaser and the other customers shall be reduced pro-rata in proportion to their respective claims.
15. Exemption from Liability (Force Majeure)
15.1 The following circumstances shall be grounds for exemption from liability if they prevent fulfilment of the contract or render fulfilment unduly burdensome: industrial dispute or any other circumstance beyond the control of the parties, such as fire, war, mobilization or military call-up on an equivalent scale, requisition, seizure, currency restrictions, riot or unrest, unavailability of transport, ordinary shortage of goods, power supply restrictions or absent or delayed deliveries from subcontractors caused by any of the circumstances cited in this clause.
15.2 It is incumbent on the party wishing to claim any grounds for exemption from liability as cited in Clause 15.1 to inform the other party of its occurrence or its lapse, in writing, without delay. In the event of force majeure at the Purchaser’s premises, the Purchaser shall cover the costs incurred by the Vendor in securing and protecting the Product.
15.3 In accordance with these general conditions of delivery, each party may cancel the contract by giving notice in writing to the other party should the fulfilment of the contract be prevented for more than 6 months by an event cited in Clause 15.1.
16. Disputes and Applicable Law
16.1 Disputes arising out of or relating to this contract shall not be subject to court ruling but shall be resolved by arbitration in accordance with the statutory rules of arbitration in force in the country of the Vendor, Denmark.
16.2. Any arbitration case shall be heard in the Municipality of Aarhus or Odder.
17. Theft and Damage
17.1 In the event of theft of or damage to the Purchaser’s own goods or equipment delivered to the Vendor’s premises, or during transit carried out by the Vendor from or to the Vendor’s premises, the Purchaser assumes an excess of kr. 50.000.
18. Raw Material Price of Steel
18.1 Should the raw material price of steel rise by more than 5% as against the raw material price at the time when the Vendor quoted for the work, the Vendor may demand a price increase. The increase in the price of steel over and above 5% may thus be added to the price tendered and accepted. Unless expressly stated to the contrary, prices quoted apply nett ex works exclusive of packing and exclusive of taxes and duties, customs charges etc. in the countries of both Vendor and Purchaser.
18.2 In the event that the Raw Materials Index ceases to be used, an equivalent index or one determined by the Vendor shall be used.
19. Quality, Execution, Quality Assurance and Traceability
19.1. The Purchaser has an obligation to inform the Vendor in writing prior to the conclusion of the contract of all requirements regarding the quality, execution, quality assurance and traceability of the delivery, including, for example, special requirements applicable if parts of the delivery are to come into contact with foodstuffs.
19.2 The Vendor shall ensure only that the delivery meets such quality, execution, quality assurance and traceability requirements as the Vendor has expressly accepted in the Vendor’s order confirmation or in a written delivery agreement, regardless of whether the delivery is to be used for purposes where other quality, execution, quality assurance or traceability requirements apply.
20. Preventing corrosion by regular maintenance
Metals corrode more quickly near the sea due to the water content in the air and the presence of salt. To prevent the corrosion of metal in marine environment, rinse the metal completely in fresh water to remove deposits (such as salt) that can cause corrosion.
Rain washing the surface is helpful in reducing corrosion, but as a guide, metal surfaces should be washed if a window requires washing or minimum twice a year in the case of marine environment or in the absence of natural cleaning through rainfall. For best results, clean the metal surface (stainless steel or aluminium) with a cloth or soft brush and plenty of clean water. If necessary, wash the surface with a mild soap or a neutral detergent (acid-free and alkali-free) and warm water followed by rinsing with clean cold water. The appearance of the surface can be improved further if the washed surface is wiped dry, especially in crevices and pockets where water lingers.
It is essential that abrasive cleaners or those containing chlorides or bleach are NOT used to clean stainless steels or aluminium as they will damage the surface.
Maintained and cleaned when necessary, stainless steel and aluminium are capable of providing a lifetime of enjoyment in your outdoor furniture and will keep the same attractive qualities as you originally purchased.