STÅLFORENINGEN’S SALES AND DELIVERY TERMS
1. INTRODUCTION
1.1. The following general sales terms for steel from a warehouse in Denmark apply, unless otherwise expressly agreed by the parties, which in the following will be referred to as buyer and seller.
1.2. The terms and conditions of the buyer only apply upon written approval of the seller.
2. PRODUCT INFORMATION
2.1. All information concerning weight, dimensions and quality as well as technical and other data stated in catalogues, brochures and other marketing material is indicative and only binding to the extent that it is part of the agreement between the parties.
3. PRICES
3.1. If the material is subject to a price list used by the seller, price calculation is conducted on the basis of the list applicable at the day of delivery.
3.2. Written offers in the form of letter, fax or e-mail are made subject unsold. If no specific deadline for acceptance is stated, the offer will lapse, if the seller does not receive acceptance within one week after the offer date.
3.3. Orally stated prices, including by phone, are considered non-binding.
3.4. All prices are exclusive of VAT.
4. QUALITY
4.1. The buyer is responsible for ensuring that the technical data and the material as a whole comply with the specific requirements.
4.2. If the material is not ordered according to a standard or with a stated quality label, it will be delivered as a normal commodity without liability for specific quality requirements.
4.3. A certificate is only included upon agreement. The seller will check that the certificate covers the steel delivered, but will not check the certificate information.
5. QUANTUM
5.1. A margin of plus/minus 5% of the specified quantum applies to the total delivered quantity. Calculation in terms of weight, piece or length is conducted in accordance with common practice.
5.2. For orders of dimensions and lengths not warehouse standard, the buyer is – after cutting – obliged to buy the remaining material in the closest standard format.
6. DELIVERY TIME
6.1. The parties may upon entering the agreement agree that delivery is due at a specific date or time, provided that the seller has received all information required for order implementation at the time of agreement.
6.2. If the order concerns steel, which is not in stock at the order date, the seller is obliged to inform the buyer about this immediately and provide information about an expected delivery date.
6.3. If the seller does not delivery on time, the buyer is upon information entitled to demand delivery, and can set a reasonable deadline for delivery and further demand cancellation, if delivery has not taken place within this provided deadline. If delivery has not taken place within this provided deadline, the buyer is entitled to cancel the agreement.
6.4. If the buyer cancels the agreement in accordance with section 6.3, the buyer is entitled to demand compensation for the costs associated with procurement of an equivalent delivery from a third party. The buyer is not entitled to any other compensation arising from the delay by the seller.
6.5. If the buyer does not cancel the agreement, the buyer is not entitled to any other compensation arising from the delay by the seller.
7. DISCLAIMER (FORCE MAJEURE)
7.1. The following circumstances result in exemption from liability when arising after entering the agreement and preventing fulfilment: labour conflicts and all other circumstances beyond the control of the parties such as fire, war, unforeseen military call-ups, requisition, seizure, riots and civil commotion, driving force restrictions, lack of transportation, currency restrictions, commodity shortages, extraordinary public or EU measures as well as the lack of or delays on deliveries from the suppliers of the seller due to the circumstances mentioned above.
7.2. The party pleading any of the circumstances mentioned in section 7.1. is obliged to inform the other party about the beginning and end immediately in writing.
7.3. If a reason for exemption from liability does not end within reasonably time, both parties are entitled to cancel the agreement in writing.
8. SHIPMENT
8.1. All shipments made by the seller per vehicle are subject to the unloading point being accessible by carriage road.
8.2. The buyer is responsible for ensuring immediate unloading. The buyer will be charged for possible waiting time.
9. CANCELLATION
9.1. Upon cancellation of delivery, the buyer is liable for any costs concerning the cancellation.
10. INSPECTION OBLIGATION AND COMPLAINTS
10.1. The buyer is obliged to inspect the material immediately after reception.
10.2. If the buyer upon inspection in accordance with section 10.1 pleads that the delivery is incomplete or defective, the buyer must inform the seller about this within eight working days.
10.3. Complaints concerning manufacturing defects, which despite thorough inspection were not detected within the specified deadline, must be made immediately upon detection in writing; however, no later than six months after delivery.
11. DEFECTIVE DELIVERY
11.1. The seller is obliged, at his own discretion, to either redeliver or repair delivered, defective material, provided that a complaint has been made in a duly manner in accordance with section 10.
11.2. If the seller, without reason or within a reasonable deadline, refrains from redelivery upon complaint by the buyer in accordance with section 10., the buyer is entitled to cancel the agreement in writing; however, only for the defective part of the delivery.
11.3. If the buyer cancels the agreement in accordance with section 11.2, the buyer is entitled to demand compensation for the costs associated with procurement of an equivalent delivery from a third party.
11.4. The seller is not responsible for deficiencies or reduced yields resulting from defective deliveries, apart from the required in section 11.5. The seller can therefore not be held liable for operational loss, loss of earnings or other financial, consequential loss. This limitation to the seller’s liability does not apply in case of gross negligence.
12. BUILDING SUPPLY CLAUSE
12.1 To the extent that the delivered products are used for construction in Denmark only, liability is extended as follows: for manufacturing defects, which despite thorough inspection were not detected upon reception (hidden defects), the liability of the seller lapses after five years from acceptance of the construction, in which the delivered products are used; however, no more than six years from the buyer’s reception of the products.
12.2 Delivery is further conducted in accordance with these terms.
13. PRODUCT LIABILITY
13.1. The applicable regulations of Danish law apply to product liability.
13.2. However, the seller is never liable for operational loss, loss of earnings or any indirect loss.
13.3 In terms of property damage, the buyer must indemnify the seller to the extent that the seller is liable towards third parties for damage, for which the seller in accordance with section 13.4 is not liable towards the buyer.
13.4 The seller is not liable for damage caused by the delivered materials: a) on real property or movable property occurring while the materials are in possession of the buyer b) on products manufactured by the buyer, or on products including such products, or for damage on real property or movable property caused by these products. These limitations to the liability of the seller do not apply in case of gross negligence.
13.5 If third parties present claims towards one of the parties for compensation relating to this section, the respective part must immediately inform the other party.
14. PAYMENT
14.1. The payment period commences at the time of delivery. In case a delivery upon agreement is to be accompanied by certificate(s), the payment period commences for the part of the delivery subject to the certificate(s), at the time of delivery of both materials and certificate(s).
14.2. If the payment period is exceeded, the buyer is obliged to pay default interests of the amount due in accordance with agreement or common practice.
14.3. The seller may demand cash payment or provision of security for payment.
14.4. Set-off payment is not possible, if the counterclaim is subject to a dispute.
14.5. Non-compliance with the agreed terms of payment is regarded as a material breach, and entitles the seller to cease additional deliveries and demand immediate payment of all payments due.
14.6. Complaints do not entitle the buyer to withhold payments for deliveries received.
15. RETURN GOODS
15.1. Goods can only be returned upon prior agreement with the seller.
15.2. Unless otherwise agreed, credit for returned goods is only possible, if the goods are returned undamaged, and materials packed in the factory must be returned in the original, unbroken packaging.
16. DISPUTES
16.1. All disputes between the parties arising from this agreement are settled in accordance with Danish law at the regional courts.
16.2. However, the seller may agree to resort to arbitration and may further agree to settle disputes related to the building supply clause at the Arbitration Commission for Construction Work.
16.3. All judicial proceedings are settled under the jurisdiction of the seller’s place of business.
