Terms of Sale and Delivery for A/S HAI Horsens:
1 General terms
These Terms of Sale and Delivery (the Terms) shall apply to any consignment from A/S HAI Horsens (HAI) unless any alternative terms have been accepted in writing by HAI.
In case of discrepancy between the Terms and any of the buyer’s terms of trade, the Terms shall overrule the buyer’s terms of trade.
2 Offer and price estimate
A written offer from HAI shall be valid during 2 months from the date of the offer unless any other agreement has been made in writing. A written accept from the buyer shall reach HAI before the deadline for the accept expires. When requesting an offer, the buyer shall be liable for ensuring that the requirement specification contains the necessary and adequate information. Price estimates shall only be indicative and not binding for HAI regardless of how much the final price deviates from the estimate.
When placing an order the buyer shall submit an order form containing adequate information about the treatment including but not limited to micrometre layers, placing of jig marks and other requirements to the seller. HAI reserves the right to make the necessary adjustments of the general treatment method without further notice. All technical specifications stated by HAI are thus made with reservation for such adjustments.
The agreed price shall be exclusive of packaging and the VAT, taxes and any surtaxes in force at any time. HAI reserves the right to increase the price as a consequence of added costs due to external factors including but not limited to an increase of taxes which HAI has no influence on whatsoever. Unless otherwise agreed in writing, prices shall be ex works.
HAI has taken out a general commercial liability insurance without specialty coverage for the items supplied by buyer. The buyer shall thus take out the necessary insurance against damage to or loss of items in HAI’s possession.
Terms of payment shall be 30 days net. In the event of late payment, HAI shall be entitled to charge DKK 100 for every reminder and an interest of 1.5% per month entered into from the due date.
7 Time of delivery
The time of delivery shall be fixed individually. The time of delivery shall be calculated from the reception of the buyer’s order/item(s) but no sooner than from the time when HAI has received all specifications including all information regarding treatment, dimensions and quantity. If such specifications are not received along with the order, the time of delivery shall be calculated from the time when HAI has received such specifications. HAI may invoice the costs of storing buyer’s items to buyer if these have not been collected 8 days, at the latest, after the buyer has been notified that they are ready for collection.
Whether or not it has been agreed that the time of delivery may be exceeded, the buyer shall not be entitled to cancel the agreement unless the time of delivery has been exceeded by 30 days. Cancellation of the agreement is the buyer’s only remedy for breach and must be made in writing. The buyer shall not be entitled to claim damages from HAI in case of delayed or missing delivery.
In connection with large orders, the buyer must expect a waste of between 1% and 3%. The buyer shall not be entitled to claim damages in this connection.
9 HAI’s liability and buyer’s obligation
HAI shall not be liable for ensuring that a consignment to buyer is suitable for the intended purpose. Neither shall HAI be liable for any project planning and/or consultancy for the buyer unless a special written agreement has been made about such project planning/consultancy. If an item is unfit for treatment buyer shall, regardless of the reason, pay for the attempted treatment in terms of time spent and materials used. HAI’s liability for a consignment shall cease to exist when the consignment is handed over to a carrier for further transportation to the buyer.
As soon as the buyer has received a consignment he shall be under an obligation to perform the necessary inspection in order to make sure the consignment lives up to the agreed requirements. Any complaints about a consignment shall be made in writing to HAI. Complaints shall be filed immediately after the defect has been discovered and no later than two weeks after the reception of the goods. When filing a complaint too late, the buyer shall also lose all his rights to claim damages. If the buyer wishes to make a claim based on visible damage caused by transportation or missing units, the buyer shall make a note of this in the consignment note and have it signed by the carrier. If this is not done, the buyer shall lose all his rights to claim damages.If the consignment contains missing/defect items which HAI is responsible for, HAI shall always be entitled to exempt itself from liability by retreating the item(s). If retreatment is done, the buyer can no longer make any claims against HAI. If HAI is not capable of performing retreatment, the buyer is entitled to repayment of the invoiced amount.Unprofessional treatment, transportation and storage of items delivered by the buyer shall not entitle the buyer to damages from HAI. HAI shall, under no circumstances, be liable for loss on operations, loss on time, loss on profit or any other
indirect loss. HAI’s liability for damages can never exceed an amount of DKK 100,000.
10. Force majeure
HAI shall not be liable for failing to meet its terms of delivery if this can be ascribed to any circumstances over which HAI has no influence, i.e. force majeure. Among others, force majeure shall be defined as: natural disasters, war, civil unrest, mobilisation, failing supplies of raw materials, lack of transportation, import and export bans, currency exchange restrictions or shortage of labour or any other event which obstructs or reduces the usual production process, lockout, strike, fire or damage to HAI’s production facilities. If one of HAI’s suppliers fall victim to force majeure, HAI shall be able to claim the same defence vis-à-vis a buyer as if force majeure had occurred at HAI. In case of force majeure, HAI can either cancel the agreement or parts hereof, or deliver as soon as the obstacles for normal delivery have been cleared.
11 Return goods
If HAI has accepted that a consignment is faulty, the return of such consignment shall be at the expense of HAI provided that the buyer adheres to HAI’s guidelines for packaging and shipment. Return goods shall be returned to HAI in their original, undamaged packaging. In case the original packaging has been damaged or destroyed, the buyer shall be liable for performing adequate packaging. The consignment shall be returned by the same means of shipment as used by HAI. If the consignment is not returned as prescribed by HAI, and if the consignment is damaged as a consequence hereof, the buyer shall lose his right to claim damages for both the original and subsequent defects.
12 Product liability
Product liability shall follow the regulations of section 36 of NL92, however, with the reservation that any dispute between the parties as described in section 36, last
period, shall be settled in pursuance of section 13 of these Terms. Furthermore, HAI’s liability for damages can never exceed the amount of DKK 100,000.
13 Venue, etc.
Any disputes between the parties shall be brought before the ordinary courts of justice with the Court of Horsens, Denmark, as the primary authority. Any agreement between the parties shall be subject to Danish law. The Danish version of these Terms shall apply.
14 Other provisions
The International Sale of Goods Act no. 733 of 7 December 1989 shall not apply to any of the parties.
Furthermore, the Terms shall prevail over any facultative provisions of national and international law – including but not limited to the Danish Sale of Goods Act.
Finally, the general terms of delivery for delivery of machines and other mechanical and electronic equipment, NL 92 shall apply; however, these Terms shall take precedence.