Terms of trade

1.0   VALIDITY

1.1   The following general terms and conditions of sale and delivery apply to all offers, sales and deliveries, unless otherwise agreed in writing.

1.2   In the event of any lack of clarity in a written agreement signed between buyer and seller, the agreement shall be interpreted in accordance with the following terms and conditions.

2.0   OFFERS AND PRIOR SALE

2.1   All offers shall be made in writing. When the buyer accepts, the Seller prepares an order confirmation. The Parties are not considered to have entered into a final/binding agreement until the Seller has prepared an order confirmation and it has been signed by the Seller and the buyer; the buyer's acceptance of the Seller's offer does not in itself establish a final/binding agreement.

2.2   All offers for stock products are made subject to prior sale until the buyer's acceptance has been obtained.

3.0   PRODUCT INFORMATION

3.1   All of the information and data in the Seller's product information and price list materials cannot directly or indirectly be considered to contain guarantees and are binding only to the extent that the agreement explicitly refers to these materials.

3.2   The Seller has the exclusive right to the aforementioned materials, which may not be copied or used for any purpose other than the agreed or disclosed to third parties without permission.

4.0   PRICE

4.1   All prices are in Danish kroner and exclude VAT; the buyer must accept price changes that result from changes in customs duties, taxes, fees and the like in the period between the offer dates and the payment dates.

4.2   If sales are agreed upon in foreign currencies, the Seller
reserves the right to price changes as a result of changes in exchange rates during the aforementioned period.

4.3   If the delivery is a partial delivery, the Seller reserves the right to
make price changes pursuant to the aforementioned Sections 4.1 and 4.2 for each partial delivery, unless otherwise agreed in writing.

5.0   PAYMENT

5.1   Payment shall be made cash on delivery unless otherwise agreed in writing or
specified in the invoice.

5.2   After the due date, interest is calculated as 2% per commenced month with
compound interest.

5.3   The buyer is not entitled to make offsets in the purchase price, unless the offset has been recognized by the Seller in writing.

5.4   As a condition of completing the order, the Seller is entitled to require advance payment, a security deposit or a bank guarantee for the purchase price.

5.5   After the agreed delivery date, the sold goods are at the buyer's risk, and storage fees will be charged according to the Danish Freight Forwarders Association normal rates.

6.0   OWNERSHIP

6.1   The sold goods remain the property of the Seller until payment of all amounts related to the delivery, including default interest, have been paid in full. The Seller may require that the goods be returned from the buyer or a third party without evidence of breach on the buyer's part until payment has been made. The buyer shall undertake to assist in the return of the delivery.

7.0   DELIVERY

7.1   The agreed delivery clauses shall be interpreted in accordance with theIncoterms in force when the agreement is concluded. Unless otherwise agreed in writing, the delivery is made ex warehouse.

7.2   The Seller reserves the right to make partial deliveries and bill for partial deliveries.

8.0   RESPONSIBILITY FOR DELAYS

8,1   Delivery within 2 weeks of the agreed delivery date is not considered late delivery.

8.2   The Seller is also not responsible for delays unless it can be proved that the delay is attributable to negligence on the part of the Seller or others for whom the seller is responsible.

8.3   Specification of delivery dates is determined by best estimates, but the Seller reserves the right to postpone the date due to circumstances specified in Section 13.0.


9.0   INSTRUCTION AND TRAINING

9.1   Instruction and training conducted by the Seller is only included in the sale if this has been agreed in writing.

9.2   All instruction and training must be utilized by the buyer within 12 months of delivery.

10.0   LIABILITY FOR DEFECTS

10.1   Upon delivery, before the products are taken into use, the buyer shall inspect the delivered goods and cannot later claim defects or deficiencies that should have been discovered by the buyer during such an inspection.

10.2   The Seller is entitled to remedy any defects by making a replacement/follow-up delivery within a reasonable time.

10.3   If the remedy cannot take place, the Seller reserves the right to grant a proportional reduction in price or accept a return of the defective products from the buyer without the buyer being able to assert any further liability claims to the Seller.

10.4   The buyer's remedies for breach shall cease if the buyer or a third party, without the Seller's consent, makes technical changes or performs repairs himself with unoriginal parts.

11.0   COMPLAINTS AND WARRANTY

11.1   In the event of defects, the buyer must complain to the Seller in writing immediately after delivery.

11.2   A maximum 12-month warranty is offered on new products. Warranty claims received by the Seller after 12 months from the delivery date will not be taken into consideration by the Seller.

11.3   No warranty is offered on used goods. A warranty may be offered on specific used products by separate agreement. 

11.4   The seller does not accept returned goods. If, by separate agreement, the Seller accepts specific returned goods, the goods must be unused, free of defects, and in the original and unopened packaging. The goods must also be free of dirt, etc. The Seller never accepts returned goods that are specifically produced and/or taken into stock by the buyer. The buyer is responsible for covering the return costs including freight. 

12.0   LIABILITY

12.1   The Seller is liable for defective products to the extent that it appears in Sales Law. The buyer must handle the products as prescribed by good business practices and the buyer shall take necessary measures to avoid loss of, or damage to, the products.

12.2   The Seller is also only liable for personal injury if it is proved that the injury resulted from gross neglect or gross negligence on the part of the Seller.

12.3   The Seller is not liable for damage after delivery and is also not liable for damage that occurs while the sold goods are in the buyer's possession or if the sold goods are included in the buyer's products or if the goods are not used for commercial purposes.

12.4   If the Seller incurs liability to third parties, the buyer is obliged to indemnify the Seller to the extent that it follows from the above, including any consequential damages.

12.5   The buyer is obliged to allow court proceedings at the same venue and under the same governing law as the Seller.

12.6   If a third-party asserts product liability claims against one Party, that Party shall immediately notify the other Party.

13.0   FORCE MAJEURE

13.1   The Seller shall not be liable for total or partial delay or non-performance because of force majeure, including war, riot, strike, lockout, blockade, export and import bans, confiscation, currency restrictions, general product shortages, shortages of labour and transport systems, deficiencies in deliveries from subcontractors or delays of such, fire, natural disasters or similar circumstances that the Seller was unable to prevent.

13.2   The Seller shall notify the Buyer in writing
of such circumstances without undue delay.

13.3    Either party may cancel the agreement in writing, without liability, if performance has not
been possible for more than 3 months because of force majeure.

14.0   LIMITATION OF LIABILITY

14.1   The Seller shall not be liable for loss of profits or other indirect loss or damage incurred by the buyer or a third party, and regardless of whether a liability is due to delays, defects, or product liability. With regard to liability for defects, compensation cannot exceed the value of the invoice.

15.0   GOVERNING LAW AND VENUE

15.1   Any dispute between the Parties shall be governed by Danish law in the Court of Sønderborg. 

16.0   COOKIES

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17.0   COMPLAINTS

17.1   If you have a complaint about a product purchased in our webshop, (private customers only) a complaint can be sent to:

Competition and Consumer Agency's Center for Complaint Solution

Carl Jacobsens Vej 35, 2500 Valby

Or: www.forbrug.dk

If you are a consumer resident in another EU country, you can state your complaint in the EU Commission's online complaint platform.

http://ec.europa.eu/consumers/odr/

If you choose to complain here, please provide our e-mail address: info@milcotec.com