Sales- and delivery conditions
Any delivery from HMK Bilcon A/S, CVR-NR. 38387324, (hereinafter referred to as ``HMK Bilcon``) is based on these sales and delivery conditions, which are binding for all HMK Bilcon deliveries of products (hereinafter referred to as ``the Products``). The sales and delivery conditions override all agreements and customs which are in conflict with the conditions, including conditions drawn up and sent by the Buyer, unless otherwise stated in the order confirmation sent by HMK Bilcon. Deviations from the sales and delivery conditions can only be agreed with written acceptance from HMK Bilcon's managing director.
1. HMK Bilcon's offer is valid for 30 days, subject to intermediate sales, until written order confirmation is available.
2. Unless otherwise expressly stated in the order confirmation, all prices are stated in Danish kroner (DKK), Euro (EUR) or other local currency and exclusive of VAT, but subject to documented changes in exchange rates, duties, taxes, charges and the like, which relate to the agreed delivery.
3. All prices for Products of HMK Bilcon's own manufacture are given on the basis of the labor wages on the day of the offer and prices for raw materials, semi-finished products and operating costs. For Products of foreign manufacture on the basis of HMK Bilcon's sub-suppliers' daily prices. For Products of foreign manufacture, in addition, on the basis of the exchange rate on the day of the offer, as well as the customs, freight and insurance rates applicable on the day of the offer, etc. HMK Bilcon reserves the right to regulate the accepted prices, if exchange rate changes, changes in customs duty, material price changes, contractual changes in labor wages, state intervention or other circumstances beyond HMK Bilcon's control can be documented.
4. All prices are excl. work incurred as a result of the material supplied by the Buyer, including the vehicle on which the Product is to be installed, being defective or not complying with the specifications drawn up by HMK Bilcon. Correspondingly, all prices are excl. the overtime incurred as a result of the work having to be carried out faster than usual due to the Buyer's circumstances. Finally, all prices are excl. costs associated with any storage of finished work etc.
5. Delivery takes place at HMK Bilcon's address in Aalborg, EXW Incoterms 2015.
6. The stated delivery time on HMK Bilcon's offer is subject to order entry to other customers.
7. The delivery time stated in HMK Bilcon's order confirmation is always calculated from the time when all technical details, specifications, etc. is completely available and clear. In the event that delivery is dependent on information that must be provided by the Buyer, the delivery time is calculated from the date that this information reaches HMK Bilcon.
8. Any changes to specifications etc., after the delivery time has been agreed, entitles HMK Bilcon to extend the agreed delivery time at its own discretion.
9. The delivery time given as working weeks must be understood as effective working weeks, i.e., excluding statutory holidays and factory holidays according to HMK Bilcon's production calendar.
10. HMK Bilcon assumes no responsibility for losses arising as a result of the delay in delivery. Unless otherwise expressly agreed, a postponement of the delivery time by 14 days due to HMK Bilcon's circumstances is considered in every respect as timely delivery, so that the Buyer cannot exercise any powers towards HMK Bilcon for that reason.
11. If a delay in delivery is due to HMK Bilcon being in a situation as specified under the section on limitation of liability, cf. sections 38-39, the delivery time is postponed by the time that the obstacle lasts. This provision applies regardless of whether the cause of the delay occurs before or after the agreed delivery time has expired.
12. In the event that the Buyer does not accept delivery at the time of delivery, including defaulting on its collection obligation, HMK Bilcon is entitled to terminate the agreement and claim compensation. Furthermore, HMK Bilcon is entitled to sell or store the Products at the Buyer's expense. In the event of storage, the Products are at the Buyer's risk.
13. All delivery times are subject to the conditions listed below in section 39. Furthermore, subject to new laws and notices from public authorities or changes in previously applicable practice for approvals by public authorities, which take place without necessary notice.
SCOPE OF DELIVERY
14. HMK Bilcon's delivery only includes what appears in writing from HMK Bilcon's order confirmation.
15. In the event of a discrepancy between HMK Bilcon's order confirmation, offer and specifications, the stated problem must be stated in the order confirmation.
16. The specified dimensions, weights, etc. stated in offers, drawings, specifications, order confirmation and brochure material, can only be regarded as indicative, just as HMK Bilcon reserves the right for any design changes.
DRAWINGS AND TECHNICAL INFORMATION
17. All drawings, documentation material and descriptions of the Product, regardless of whether this is produced by HMK Bilcon or others, which are handed over to the Buyer in connection with an offer, delivery or otherwise, remain the property of HMK Bilcon. The material may not, without HMK Bilcon's prior written consent, be used by the Buyer for anything other than installation, operation and maintenance of the Product, and the material may not be copied or transferred to third parties. The material must be returned to HMK Bilcon if no agreement is reached on the delivery of the Product. If this is not observed, the Buyer is liable for compensation for both direct and indirect losses.
18. All deliveries from the Buyer will be insured by HMK Bilcon on the basis of the Buyer's declaration of value from receipt at HMK Bilcon until delivery takes place. Insurance obligations are transferred to the Buyer when the delivery is delivered from HMK Bilcon.
19. The buyer is obliged to keep delivered but not fully paid deliveries from HMK Bilcon insured against all damages until payment has taken place.
20. Payment is made in one or more instalments, which are finally agreed with the order. Danish VAT is added to all invoice amounts between EU countries.
21. If the agreed delivery time is postponed due to circumstances that cannot be blamed on HMK Bilcon (for example as a consequence of delayed customer deliveries in relation to what was agreed, including delivery of chassis or extra work that the Buyer may wish), HMK Bilcon reserves the right to invoice the full amount at the confirmed delivery time, even if delivery has to be postponed, see above.
22. If payment is not made on time, interest is calculated from the due date at 2% per month. HMK Bilcon is also entitled to charge a reminder fee of DKK 250.00 per reminder letter.
23. The buyer's payments are written off in advance of accrued interest.
24. The buyer is not entitled to set off any counterclaims against HMK Bilcon that are not acknowledged in writing by HMK Bilcon and is not entitled to withhold any part of the purchase price due to counterclaims of any kind.
25. HMK Bilcon is entitled at any time after the conclusion of the agreement to demand satisfactory security for the timely payment of the purchase price, freight costs and other costs.
26. If the Buyer does not meet the payment deadline specified in the invoice, HMK Bilcon reserves the right to withhold further deliveries until payment has taken place. In such cases, HMK Bilcon is also entitled to change the terms of payment without prior notice.
27. In the event of payment default, HMK Bilcon is entitled to demand that HMK Bilcon's collection costs from a lawyer be covered in full, and thus not just the maximum rates set by the Interest Act.
RETENTION OF TITLE
28. HMK Bilcon reserves, with the limitations resulting from inalienable legal rules, the right of ownership of the sold item until the entire purchase price plus accrued interest and costs has been paid to HMK Bilcon or to the person to whom HMK Bilcon has transferred its right.
29. When converting or processing the sold item, the retention of title is maintained, so that it covers the converted or processed object to an extent corresponding to the value that the sold item represented at the sale.
30. Until the entire purchase price has been paid, the buyer is not entitled to rent, lend, pledge, or dispose of the sold Product in any other way.
31. In accordance with the obligations of HMK Bilcon's suppliers towards HMK Bilcon, HMK Bilcon stands behind the Products delivered by HMK Bilcon in every way, also after the time of delivery. For new Products, HMK Bilcon thus replaces within a period of 12 months from the date of delivery, parts and/or paintwork that may become unusable due to defective workmanship or poor materials. For welding constructions in tanks, HMK Bilcon provides compensation within a period of 36 months from the date of delivery for defective workmanship or poor materials. A 12-month warranty is given for paintwork. As far as spare parts are concerned, however, HMK Bilcon only replaces within a period of 12 months from the date of delivery. If HMK Bilcon has conducted installation and assembly, the liability period is calculated from the day the Product is delivered. If not stated otherwise, HMK Bilcon does not provide a guarantee for the sale of used equipment. HMK Bilcon's liability does not include oil, filters and wear parts in general, just as the liability does not include damage that is due to natural wear or is a result of defective or incorrect operation, accidental accidents and/or poor maintenance, just as HMK Bilcon does not assume responsibility for compensation for operating loss, loss of profit, lost earnings or other indirect loss.
32. HMK Bilcon's obligation is fulfilled in the event that HMK Bilcon delivers and installs or has the necessary replacement parts installed free of charge. Assembly must take place at HMK Bilcon's workshop or at a workshop designated by HMK Bilcon. Transport to and from the workshop is at the owner's expense and risk. Driving with a service van, oil and bills for repairs conducted elsewhere are not reimbursed.
33. In any case of a defect in the delivery, HMK Bilcon has the right to conduct rectification and/or redelivery, without this entailing an obligation to compensate HMK Bilcon. If the Buyer has had changes made to the delivered Products or disposed of the Product before the end of the liability period, HMK Bilcon's obligation ceases.
34. Complaints regarding delay must be made in writing to HMK Bilcon within 14 days of receipt of the Product or the invoice.
35. The buyer must immediately upon receipt and before the Product is put into use or processed, inspect the delivered Product to ensure that it is free of defects.
36. Complaints regarding defects must be made in writing to HMK Bilcon immediately after the error or defect in question has been identified, and no later than 1 week after it could have been discovered with ordinary care. It must be explicitly stated in the complaint what the defect consists of.
37. If the Buyer has not claimed the defect to HMK Bilcon within 14 days of the delivery date, the Buyer cannot assert it later.
LIMITATION OF LIABILITY
38. HMK Bilcon is not liable for operating loss, loss of profit, lost earnings or other indirect losses due to the agreement, including indirect losses that arise as a result of delays or defects in the sold Products. Liability for damages towards HMK Bilcon cannot exceed the invoice amount for the item sold or the service sold, however a maximum of DKK 250,000.
39. HMK Bilcon's obligation to make delivery is suspended in the following cases, without any claim being made against HMK Bilcon, and without the agreement on delivery being cancelled:
39a. In the event of a strike, lockout or other work stoppage at HMK Bilcon's company or at another company from which necessary deliveries for this order are made, in the event that HMK Bilcon's sub-supplier of necessary deliveries for the order in question goes bankrupt, goes into restructuring or is otherwise affected by an incident, etc. as described in this provision, in the event of force majeure, including war, terrorism, blockade, quarantine, fire, ice, traffic disruptions, accidents, breakdowns, sea accidents and other unforeseen causes that prevent or significantly complicate the execution of the order or its trans- port to the place of delivery.
39b. Terrorism includes - but is not limited to - an act which involves the exercise of violence or the threat of the use of violence, committed with a political, religious, ideological, or ethnic purpose or justification, with the intention of influencing a government and/or spread fear in the public or sections of the public. This applies regardless of whether the action is conducted by one person or several persons, and regardless of whether they act on their own or in connection with one or more organizations and/or authorities. In order to characterize the act as terrorism, it is assumed that the act is suitable to influence a government and/or spread fear in the public or parts of it.
39c. If the impossibility or difficulty in fulfilling delivery due to the impediment to fulfillment is permanent or of a long or indefinite duration, HMK Bilcon
40. It is basically not possible to return goods. The sold items can only be returned after prior written agreement.
Standard spare parts can be returned by prior agreement within 1 month after delivery in the same condition as when received. When crediting, 20% of the sales price is deducted. Purchased items cannot be returned.
41. In cases where the Buyer is entitled to cancel the transaction, or if the sold item is returned to HMK Bilcon for the purpose of exchange or remedying defects, the sold item must be forwarded to HMK Bilcon in the original packaging and at the Buyer's expense and risk. To the extent that HMK Bilcon incurs shipping costs, etc., HMK Bilcon is entitled to claim these reimbursed by the Buyer and set them off against the Buyer's possible claims against HMK Bilcon. After completed repair or exchange, the Buyer is obliged to collect the repaired or exchanged Product from HMK Bilcon at his own expense and risk.
42. For product liability, the rules applicable at all times according to the Product Liability Act apply. To the extent that nothing else follows from inalienable legal rules, HMK Bilcon cannot be held liable. HMK Bilcon is not responsible for damage caused by the sold material to (i) real estate or movable property that occurs while the sold material is in the Buyer's possession or custody, or (ii) products manufactured by the Buyer or on products in which these are included, or for damage to immovable property or movable property caused by the products manufactured by the Buyer as a result of the Products sold by HMK Bilcon.
43. HMK Bilcon cannot be held liable for loss of profit or other indirect loss, to the extent that this does not follow from the inalienable legal rules. HMK Bilcon's liability for product damage can amount to a maximum of DKK 500,000 per product damage.
44. In cases where HMK Bilcon is held responsible in addition to the responsibility stated above, the Buyer must accordingly indemnify HMK Bilcon for this. The buyer is obliged to be sued before the same court that deals with the issue of HMK Bilcon's product liability.
TRANSPORTATION AND RIGHTS AND OBLIGATIONS
45. HMK Bilcon is entitled to transfer all rights and obligations under the agreement to a third party.
46. Any disputes that arise regarding deliveries from HMK Bilcon must be settled according to Danish legislation, but not the reference rules of Danish private international law.
47. All disputes that arise regarding deliveries from HMK Bilcon must finally be settled by the ordinary courts at HMK Bilcon's registered office, i.e. the Court in Aalborg.