The following terms and conditions (the “Terms and Conditions”) apply to all agreements of Zealand Coating ApS’, Danish Company registration no. 35 64 59 26 (the “Seller”) concerning the sale and delivery of goods and services (the “Goods”) to the buyer (the “Buyer”), unless the parties have agreed otherwise in writing.
The Seller may change these Terms and Conditions at any time after which point in time the amended Terms and Conditions shall apply.
In the event that the Buyer has its own general terms and conditions of purchase, they are not considered to have been accepted by the Seller, unless the Seller has accepted to be bound the Buyer’s terms and conditions of purchase in writing. In case of conflict between the Buyer’s general terms and conditions of purchase and the Terms and Conditions, the Terms and Conditions shall prevail.
Delivery and the passing of the risk
Time of delivery is usually stated in the Seller’s order confirmation.
Unless otherwise stated in the order confirmation, the Goods are considered sold ex works.
Delivery is considered to have taken place when the Goods have been placed at the disposal of the Buyer at the delivery time stated in the order confirmation. The Buyer bears all costs and risks when the Goods have been placed at its disposal.
If it has been agreed in writing that the Seller ships the Goods to another location, delivery is considered to have taken place when the Goods has been handed over to the carrier who has undertaken to transport the Goods from the initial location. The Buyer bears the risk of any loss or deterioration of the Goods after the time of delivery. The Seller shall only take out transport insurance or other insurance for loss of or damage to the Goods as per specific instruction from the Buyer and at the Buyer’s expense.
The Seller has the right to deliver the Goods prior to the stated delivery time in the order confirmation unless the parties have agreed otherwise in writing.
The Seller has the right to make deliveries by instalment unless the parties have agreed otherwise in writing.
Complaints as to non-delivery must be made within 14 days of the delivery time stated in the order confirmation.
If delivery is delayed more than 6 weeks from the delivery time stated in the order confirmation, the Buyer is entitled to cancel the order. The Buyer has no other rights in the event of delayed delivery.
The Seller disclaims all liability for delayed delivery.
Prices and payment
The prices stated in the order confirmation are based on the price lists and Terms and Conditions that apply on the date of the order confirmation excl. VAT and other taxes and duties.
Unless otherwise stated in the order confirmation, the purchase price must be paid no later than 30 days after the invoice date. If payment is not made when due, interest is calculated at 1.5 % per month from the due date until payment is made.
The Seller is entitled to suspend or cancel all current orders for Goods for delivery if an invoice for previous deliveries is not paid when due.
Inspection and defects
It is the responsibility of the Buyer to inspect the Goods for defects, completeness and correctness. After delivery, the Buyer must inspect the Goods as soon as possible and if defects are discovered the Seller must be notified immediately and in any case no later than 5 days after the discovery of the defect. Lack of timely notification and in due form means that the Goods are considered approved in accordance with the Buyer’s order.
If the Goods or parts thereof prove to be defective, the Seller undertakes to replace the delivered Goods with Goods of satisfactory quality within reasonable time. If the Seller offers such replacement item, the Buyer is not entitled to cancel the purchase or claim compensation due to the defect.
The Seller disclaims all liability for delayed delivery due to delivery of the replacement item, see clause 5.2.
The Seller only accepts returns if expressly agreed in writing between the Seller and the Buyer.
Liability and Force Majeure
The Seller’s liability is limited to the total value of the Goods delivered by the Seller to the Buyer with regard to the order in question.
The Seller disclaims all liability for indirect losses and / or consequential losses, including loss of profits.
The Seller is not liable for damages which are caused by ordinary negligence.
To the furthest extent possible, the Seller excludes any product liability unless such product liability arises out of mandatory legislation.
All orders are accepted subject to events beyond the Seller’s reasonable control, including, but not limited to, war and mobilization, riots, strikes, lockouts, failing supplies of raw materials and water, fire, title deeds to Seller’s production, machinery, failing transportation facilities, ban on import and export, resurgence of pandemics or other conditions that prevent or limit the normal course of production and delivery (“Force Majeure”) at Seller or Seller’s suppliers. The Buyer will be notified of delivery in case of Force Majeure.
In the event of Force Majeure, Seller may choose to (i) cancel the agreement in whole or in part; or (ii) deliver the Goods as soon as normal delivery can be resumed.
In the event of Force Majeure, the Seller disclaims all liability for any loss resulting from non-delivery.
If the Buyer terminates the agreement(s) with the Seller without valid cause or does not fulfil its part of the agreement, the Seller may, as a minimum, claim contractual damages corresponding to 50 % of the value of the order in question. The Seller also reserves the right to claim compensation for losses etc. that exceed this amount.
Retention of property
All Goods delivered by the Seller are subject to the Seller’s retention of property until full payment has been made in accordance with the terms in clauses 4.1 and 4.2.
Rights and confidentiality
The Seller preserves all property rights and intellectual property rights, including, but not limited to, patent rights, trademarks, design rights, copyrights, domain names, product names, as well as to documents, price lists, product specifications, data sheets and the like (the “Documents”), which the Seller provides to the Buyer.
The Documents must not be made available to third parties, including any affiliates unless otherwise agreed in writing.
The Buyer must not disclose or use or enable others to use the Seller’s trade secrets or any other information of any kind that is not publicly available, including information of technical, commercial or financial character.
The Buyer’s obligations in accordance with clause 8 applies for as long as the parties’ trade and continue for a period of 5 years after the termination of such trade, regardless of the reason for the termination.
If certain provisions of these Terms and Conditions are declared invalid in whole or in part, the remaining provisions of the Terms and Conditions will remain valid.
The Terms and Conditions are subject to Danish law. However, Danish international private law which suggest the application of any other governing law or the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Any disputes between the Buyer and the Seller shall be settled in accordance with Danish law at the Maritime and Commercial High Court in Copenhagen or, if the Maritime and Commercial High Court does not have subject-matter jurisdiction, at the Copenhagen City Court.
Prevailing language version
In the event of discrepancy between the Danish version and the English version of the Terms and Conditions, the Danish version shall prevail.