1. SCOPE AND EFFECT
a. Any sale and any delivery from Cogetil Scandinavia ApS – hereinafter Cogetil - shall be subject to the conditions of sale and delivery below, unless other terms have been agreed in writing by Cogetil and the other contracting party. Any variation from the present conditions of sale and delivery, which is stated in the order of the purchaser, ect., is therefore not part of the contractual basis between Cogetil and the purchaser, unless this has been accepted in writing by Cogetil.
2. OFFER AND ORDER CONFIRMATION
a. If Cogetil makes an offer which does not contain an acceptance term, the offer shall expire when Cogetil has not received a written accept 4 weeks after the date of the offer.
3. RETURNS/CANCELLATION
a. Returns are only received after a prior acceptance by Cogetil. Dispatch is at the purchasers own account and risk.
b. In case of cancellation, Cogetil is entitled to invoice the purchaser for materials purchased, incurred wages and loss of profit, however no less than the amount equivalent to 20 per cent of the purchase price.
4. PRICES AND ADMINISTRATION FEES
a. All prices are unless otherwise agreed ex stock and exclusive VAT, packaging and assembler assistance.
b. Cogetil expressly reserves the right to increase the quoted price stated in the order confirmation in the following instances:
· Increases in the price of any materials used in the delivery of more than 3 percent from the conclusion of the agreement to the agreed delivery time.
· Changes in charges and tariff rates.
In the above instances, Cogetil is entitled to adjust the price with the difference in full.
c. Cogetil reserves the right to add an administration fee for all orders under DKK 500.
5. ASSEMBLY
a. Any assembler assistance, in addition to what is specified in the order confirmation, is charged at the current assembler rates.
b. If Cogetil’s assembler, when he arrives at the agreed place of the purchaser or his costumer, is prevented from doing his work and this is not caused by matters of Cogetil, Cogetil is entitled to invoice the purchaser for expenses incurred in connection with transport and working hours.
6. TERMS OF PAYMENT/TITLE
a. Payment shall be in cash net 15 days from date of invoice or according to order confirmation.
b. The delivery shall remain the property of Cogetil, until payment is received in full. If the purchaser has not paid within 3 months after the due date, Cogetil is entitled to cancel the agreement in writing to the purchaser, enforce the above retention of title, charge default interest and compensation for the loss incurred by Cogetil.
c. After the due date an interest of 2 percent is charged on the owing amount for every month or part thereof.
d. Any late payment entitles Cogetil to withhold future deliveries until payment is received and to the demand a prudent security for future deliveries. Cogetil is entitled to cancel the agreement and demand compensation for any loss in connection with the purchaser’s breach, including loss of profit.
e. On delivery and mounting of part deliveries, Cogetil reserves the right to invoice the purchaser on account for individual part deliveries.
f. The purchaser is not entitled to set off any claim, which has not been accepted by Cogetil in writing, in the purchase sum.
7. CARRIAGE AND INSURANCE
a. Carriage and insurance shall be according to Incoterms, Ex Works.
b. If Cogetil shall supply materials and carry out assembly work, the purchaser is responsible for making sure that he or the developer takes out all-risk insurance to cover, in full, Cogetils materials in an insurance event. Cogetil may demand documentation that an all-risk insurance has been taken out before the assembly is carried out.
c. In connection with work carried pot by TSB on existing buildings or facilities, the purchaser is responsible for making sure that Cogetil is co-insured by the developer’s buildings, personal property and consequential loss insurance, so that no claim/recourse claim can be made against Cogetil in case of a loss.
8. DELIVERY TIME
a. If Cogetil and the purchaser have not agreed in a fixed delivery time, but a time period has been specified within the delivery must take place, this period shall take effect from the making of the agreement.
b. To the extent Cogetil has not received the necessary specifications, drawing, ect., in order to fulfill the delivery, the time of delivery shall be deferred – respectively the starting point of the in 8.a mentioned time period – until the purchaser has provided Cogetil with the required information. Cogetil is obligated to inform – within reasonable time – the purchaser about the information required by Cogetil in order to provide the delivery.
c. The time of delivery is subject to strike, lockouts or other force majeure situations, defects or delayed deliveries from Cogetils subcontractors.
d. If the purchaser is unable to receive the delivery at the agreed time, he shall, without undue delay, inform Cogetil by phone and in writing stating the reason for the delay and when delivery can take place. Cogetil is only obligated to accept a deferred time of delivery if the purchaser compensates Cogetil for documented expenses incurred in connection with the deferment. A deferred delivery time does not exempt the purchaser from paying the purchase price at the agreed time.
9. DEFECTS AND COMPLAINT
a. The purchaser shall examine the state of the goods on delivery and in case of defects immediately complain in writing to Cogetil. If the purchaser fails to complain within 5 days from receipt of the delivery, the purchasers’ right to make a claim based on a defect against Cogetil shall expire, cf. clauses below.
b. Cogetil assumes no liability for consequences of use of demonstrable defective goods in the building.
c. Only documented defects in construction, fabrications and material in the supplied materials including faulty assembly work are considered as defects. (Complaints about surface damage are only accepted if the purchaser has made the correct surfacing and maintained the construction.)
d. The purchasers’ rights in case of defects at delivery only constitute remedy of the defects as soon as possible by repair, replacement or subsequent delivery. Remedy of defects by a third party at Cogetils expense is only an option after written accept from Cogetil.
e. Cogetil is not liable for loss on operations, loss of time, loss of profit, loss of earnings or other indirect loss which the purchaser claims to be suffering.
10. PRODUCT LIABILITY
a. Cogetil shall only be liable for personal injury, if it is shown that the injury was caused by defect or negligence from Cogetil.
b. Cogetil shall only be held liable for damage to real and personal property, if it is shown that the injury was caused by grossly negligent defects or negligence from Cogetil. However the damages shall never exceed the value of the delivery in which the defective product was included, however limited to DKK 1,000,000.00 including interest an expenses.
c. Cogetil shall under no circumstance be liable for indirect damage of any kind, including daily penalties or liquidated damages which may be imposed on the purchaser by a third party, including the purchaser’s loss on operations, loss of time or similar loss.
d. To the extent that Cogetil is held liable for product liability by a third party, the purchaser is under an obligation to indemnify Cogetil to the extent that the liability of Cogetil is limited according to the present conditions of delivery. If a third party makes a claim against one of the parties about liability for damages subject to this clause, this party shall immediately inform the other party. The purchaser is under an obligation to accept legal actions at the court dealing with the claim for damages brought against Cogetil because of a damage which is claimed to have been caused by delivery.
11. LIMITATION OF LIABILITY
a. Cogetil shall under no circumstances be liable for indirect damages and/or losses of any kind, including daily penalties or liquidated damages, which may be imposed on the purchaser by a third party, including the purchaser’s losson operations, loss of time, loss of delivery or similar loss.
b. Even if Cogetil in individual cases may waive a claim or right against the purchaser, this shall not mean that Cogetil waives any such claim or right in other cases than the agreed case.
12. COPYRIGHT
a. Drawings, models and technical documents which are supplied to the purchaser remain the property of Cogetil, and may not be copied or used in any wrongful way.
b. For products which are made according to the purchaser’s specifications, the purchaser shall be responsible for infringements of third party rights, e.g. patent rights or other intellectual property rights.
13. FORCE MAJEURE
a. The following situation shall exempt Cogetil from liability when they occur after the making of the agreement and prevent its fulfillment: Industrial dispute and any other situation beyond the control of Cogetil like fire, war, mobilization or unforeseen extensive military drafting, requisition, confiscation, exchange controls, rebellion and riots, lack of transportation, natural disasters, general scarcity of goods, discarding of extensive work including defects in or delays in deliveries from suppliers caused by some of the situations mentioned in this clause.
b. Cogetil is entitled to cancel the agreement, giving notice in writing to the purchaser, when fulfillment within a reasonable time becomes impossible on account of one or more of the above mentioned situations.
c. The purchaser may only cancel an agreement on account of a delay, as mentioned above, if it has lasted for more than 3 months.
14. JURISDICTION AND APLLICABLE LAW
a. Any dispute between the parties shall be settled by a court of arbitration according to the rules for proceedings by the Danish Institute of Arbitration (Danish Arbitration).
b. The decision shall be based on Danish law.
CONDITIONS OF SALE AND DELIVERY FOR PRIVATE CUSTOMERS
1. SCOPE AND EFFECT
a. Any sale and any delivery to private consumers from Cogetil Scandinavia ApS – hereinafter Cogetil - shall be subject to the conditions of sale and delivery below, unless other terms have been agreed in writing by Cogetil and the other contracting party. Any variation from the present conditions of sale and delivery, which is stated in the order of the purchaser, ect., is therefore not part of the contractual basis between Cogetil and the purchaser, unless this has been accepted in writing by Cogetil.
2. OFFER AND ORDER CONFIRMATION
a. If Cogetil makes an offer which does not contain an acceptance term, the offer shall expire when Cogetil has not received a written accept 4 weeks after the date of the offer.
3. RETURNS/CANCELLATION
a. The purchaser has in 14 days right to return according to the Danish Sale of Goods Act, unless the materials are obtained separately in the interest of the purchaser. In these cases the materials can only be returned after a prior written consent from Cogetil.
b. Dispatch is at the purchaser’s own account and risk.
c. The materials shall be returned in same quality and quantity as they were sold.
4. PRICES AND ADMINISTRATION FEES
a. All prices are in DKK and inclusive VAT. Additional benefits such as assembler assistance and an eventually administration fee, cf. 4.d, is not included in the price but is agreed beyond the price in question.
b. If the purchaser wishes assembler assistance the price will be calculated from the current assembler rate.
c. Cogetil expressly reserves the right to increase the quoted price stated in the order confirmation in the following instances:
· Increases in the price of any materials used in the delivery of more than 3 percent from the conclusion of the agreement to the agreed delivery time.
· Changes in charges and tariff rates.
In the above instances, Cogetil is entitled to adjust the price with the difference in full.
d. Cogetil reserves the right to add an administration fee for all orders under DKK 500.
5. ASSEMBLY
a. Any assembler assistance, in addition to what is specified in the order confirmation, is charged at the current assembler rates.
b. If Cogetil’s assembler, when he arrives at the agreed place of the purchaser, is prevented from doing his work and this is not caused by matters of Cogetil, Cogetil is entitled to invoice the purchaser for expenses incurred in connection with transport and working hours.
6. TERMS OF PAYMENT/TITLE
a. Payment shall be in cash net 15 days from date of invoice or according to order confirmation.
b. The delivery shall remain the property of Cogetil, until payment is received in full. If the purchaser has not paid within 3 months after the due date, Cogetil is entitled to cancel the agreement in writing to the purchaser, enforce the above retention of title, charge default interest and compensation for the loss incurred by Cogetil.
c. After the due date an interest of 2 percent is charged on the owing amount for every month or part thereof.
d. Any late payment entitles Cogetil to withhold future deliveries until payment is received and to the demand a prudent security for future deliveries. Cogetil is entitled to cancel the agreement and demand compensation for any loss in connection with the purchaser’s breach.
e. On delivery and mounting of part deliveries, Cogetil reserves the right to invoice the purchaser on account for individual part deliveries.
f. The purchaser is not entitled to set off any claim, which has not been accepted by Cogetil in writing, in the purchase sum.
7. CARRIAGE AND INSURANCE
a. Carriage and insurance shall be according to Incoterms, Ex Works. The risk of accidentally destruction of the materials passes hereby on to the purchaser when the materials are picked up at Cogetil.
b. If Cogetil shall supply materials and carry out assembly work, the purchaser is responsible for making sure that he or the developer takes out all-risk insurance to cover, in full, Cogetils materials in an insurance event. Cogetil may demand documentation that an all-risk insurance has been taken out before the assembly is carried out.
8. DELIVERY TIME
a. If Cogetil and the purchaser have not agreed in a fixed delivery time, but a time period has been specified within the delivery must take place, this period shall take effect from the making of the agreement.
b. To the extent Cogetil has not received the necessary specifications, drawing, ect., in order to fulfill the delivery, the time of delivery shall be deferred – respectively the starting point of the in 8.a mentioned time period – until the purchaser has provided Cogetil with the required information. Cogetil is obligated to inform – within reasonable time – the purchaser about the information required by Cogetil in order to provide the delivery.
c. The time of delivery is subject to strike, lockouts or other force majeure situations, defects or delayed deliveries from Cogetils subcontractors.
d. If the purchaser is unable to receive the delivery at the agreed time, he shall, without undue delay, inform Cogetil by phone and in writing stating the reason for the delay and when delivery can take place. Cogetil is only obligated to accept a deferred time of delivery if the purchaser compensates Cogetil for documented expenses incurred in connection with the deferment. A deferred delivery time does not exempt the purchaser from paying the purchase price at the agreed time.
9. DEFECTS AND COMPLAINT
a. The purchaser shall examine the state of the goods on delivery and in case of defects complain in writing to Cogetil within reasonable time.
Cogetil offers a 2 year warranty period according to the Danish Sale of Goods Act.
b. Cogetil assumes no liability for consequences of ascertainable goods with defects which the purchaser was aware of in the time of the agreement.
c. As defects is only considered those stated in the Danish Sale of Goods Act for private consumers. (Complaints about surface damage are only accepted if the purchaser has made the correct surfacing and maintained the construction.)
d. The purchasers’ rights in case of defects at delivery only constitute remedy of the defects as soon as possible by repair, replacement or subsequent delivery. The purchaser can only terminate the agreement if the defect is significant.
c. Remedy of defects by a third party at Cogetils expense is only an option after written accept from Cogetil.
d. The invoice included the materials shall work as a proof of guarantee and must be saved.
10. PRODUCT LIABILITY
a. All relations concerning product liability refer to the Danish legislation, including the Danish Product Liability Act.
11. LIMITATION OF LIABILITY
a. Cogetil shall under no circumstances be liable for indirect damages and/or losses of any kind, which may be imposed on the purchaser by a third party.
b. Even if Cogetil in individual cases may waive a claim or right against the purchaser, this shall not mean that Cogetil waives any such claim or right in other cases than the agreed case.
12. COPYRIGHT
a. Drawings, models and technical documents which are supplied to the purchaser remain the property of Cogetil, and may not be copied or used in any wrongful way.
b. For products which are made according to the purchaser’s specifications, the purchaser shall be responsible for infringements of third party rights, e.g. patent rights or other intellectual property rights.
13. FORCE MAJEURE
a. The following situation shall exempt Cogetil from liability when they occur after the making of the agreement and prevent its fulfillment: Industrial dispute and any other situation beyond the control of Cogetil like fire, war, mobilization or unforeseen extensive military drafting, requisition, confiscation, exchange controls, rebellion and riots, lack of transportation, natural disasters, general scarcity of goods, discarding of extensive work including defects in or delays in deliveries from suppliers caused by some of the situations mentioned in this clause.
b. Cogetil is entitled to cancel the agreement, giving notice in writing to the purchaser, when fulfillment within a reasonable time becomes impossible on account of one or more of the above mentioned situations.
c. The purchaser may only cancel an agreement on account of a delay, as mentioned above, if it has lasted for more than 3 months.
14. JURISDICTION AND APLLICABLE LAW
a. Any dispute between the parties shall be settled at the purchasers’ jurisdiction.
b. The decision shall be based on Danish law.
