1. CONTRACTUAL BASIS
- Unless otherwise agreed in writing, these General Terms of Sale and Delivery (the “Terms”) shall apply to all quotations, sales, and deliveries made by Flexofold ApS (“Flexofold”).
- In the event that any provisions of the Terms conflict with a written agreement between Flexofold and a buyer, the provisions of the agreement shall prevail.
- All prices shall be in DKK, EUR or USD and added VAT as stated in the invoice. The prices do not include any costs related to freight, transportation or insurance unless explicitly stated in the invoice.
- It is the responsibility of the buyer to file and pay for all applicable customs duty and taxes.
- If a trade in a currency other than Danish Kroner (DKK) has been agreed, Flexofold reserves the right to effect price changes resulting from changes in exchange rates from the time of quotations until payment.
- Flexofold shall be entitled to adjust its prices with a notice of 30 days and as general rule all prices shall be subject to adjustment January 1 each year.
3. SALES MATERIAL
- The information and data stated in Flexofold’s general sales material, including drawings, descriptions, technical documents, etc. shall not, neither directly nor indirectly, be deemed to include any guarantees as such and shall be binding only to the extent that a separate written agreement explicitly refers to such information or data.
- The terms of payment shall be as stated in the invoice. The buyer shall pay own bank charges and transfer fees.
- After the due date interest shall be charged in compliance with the Danish Act on Interests and added on a monthly basis together with other costs relating to the delayed payment.
- The buyer shall not be entitled to effect any set-off against the purchase amount unless Flexofold has approved such set-off in writing.
- If, in the discretionary opinion of Flexofold, the buyer’s ability to pay is (likely to be) considerably reduced after the quotation has been provided by Flexofold, Flexofold shall be entitled to demand provision of security for or deposit of the purchase price as a precondition for the execution of the order.
- Flexofold shall be entitled to suspend future deliveries to the buyer until payment in full of all due amounts has been made.
5. RETENTION OF TITLE
- All products sold shall remain Flexofold’s property until the total delivery has been paid in full.
- Agreed delivery clauses shall be interpreted in accordance with the INCOTERMS in force at the time of conclusion of the agreement.
- Unless otherwise agreed in writing, delivery shall be made ex works.
- Flexofold reserves the right to deliver in whole or in part.
7. LIABILITY FOR DELAYS
- Delivery within 14 days from the agreed week of delivery shall not be considered delayed delivery.
- Flexofold shall not be liable for any indirect loss, including operating loss, loss of profit or other financial loss incurred by the buyer or third party as a result of a delay.
- Furthermore, Flexofold shall not be liable for any delay unless the delay is attributable to negligence on the part of Flexofold or any third party for whom Flexofold is responsible.
8. LIABILITY FOR DEFECTS
- Upon delivery and before such products are put to use, the buyer shall without delay perform customary check of the products delivered.
- The buyer shall not be entitled claim defects if the claim is not addressed to Flexofold in writing not later than 14 days from the date of discovery of the defect or from the date where the buyer ought to have discovered the defect.
- Flexofold’s liability for defects lapse 36 months after delivery has been made.
- Flexofold shall not be liable for any indirect loss, including operating loss, loss of profit or other financial loss incurred by the buyer as a result of defects in the products supplied.
- Flexofold shall be entitled to remedy any defects, including by way of replacement deliveries, within a reasonable time and no claim can be stated by the buyer unless such remedy has been offered to Flexofold.
- In the event that remedy or replacement delivery cannot be completed in the sole opinion of Flexofold, Flexofold reserves the right to grant a proportional reduction or to take back the defective products against repayment of the purchase price as a full and final settlement of buyer’s claim.
- Flexofold’s liability for defect shall not apply to defects resulting from non or poor maintenance, misapplication, third party repairs executed without Flexofold’s consent and instructions in writing or if it is a case of force majeure.
9. USE AND CHANGE OF DELIVERED PRODUCTS
- Flexofold shall not be obliged to perform any remedy work or compensate the buyer if defects to the products delivered are the likely consequence of the buyer’s misuse of the products or use of the products in conflict with any instructions provided by Flexofold.
- In the event changes have been made to products by the buyer after delivery, including panting of the products, Flexofold shall – regardless of any defects found - not be obliged to take back the products and/or make refunds of purchase amounts. Under these circumstances repairmen shall be the buyer’s sole right of remedy towards Flexofold.
10. PRODUCT LIABILITY
- Flexofold shall only be liable for defective products in accordance with mandatory legal provisions in the Danish Act on Product Liability.
- Furthermore, Flexofold shall only be liable for personal injuries if it is proved that the injury was caused by the negligence or default of Flexofold or any third party for whom Flexofold is responsible.
- Flexofold shall not be liable for operating loss, loss of profit or other financial loss incurred by the Buyer or third party as a result of defects in the products supplied.
- In the event that a product liability claim should be imposed on Flexofold in relation to third party, the buyer shall be obliged to indemnify and compensate Flexofold to the extent the claim is based on the buyer’s negligence, acts or omissions.
- The buyer shall be obliged to accept same venue and law as Flexofold in case of product liability proceedings.
- In the event that third party should state product liability claim against one of the parties, the party concerned shall notify the other party to that effect without delay.
11. FORCE MAJEURE
- Regardless of the above, Flexofold shall not be liable for delays or non-performance, in full or in part, resulting from force majeure, including war, civil commotion, strikes, lockout, blockade, export prohibitions and import prohibitions, seizure, currency restrictions scarcity of goods, fire, vandalism, theft, or similar circumstances which are beyond the control of Flexofold.
- Flexofold shall in writing inform the buyer about such circumstances without delay.
- Either party shall exempt from liability be entitled to terminate the agreement when performance has been impossible for more than three (3) months due to force majeure.
12. LIMITATION OF COMPENSATION
- Regardless of the above, Flexofold shall not be liable to pay for damages or compensation in excess of the purchase price for the delivery/defective products in question.
13. LAW AND VENUE
- Each and every dispute, which may arise between the parties, shall be settled in accordance with Danish law with the Court in Kolding as venue, however, the International Sale of Goods Act (CISG) shall not apply.