1. APPLICATION AND VALIDITY
These general terms of sale and delivery shall apply to any and all deliveries unless otherwise agreed expressly in writing.
The Buyer’s specification of special purchase terms in orders etc. shall not be considered a variation from these terms and conditions unless Flexvalve ApS has accepted such special terms in writing.
A final contract for sale between the Buyer and Flexvalve ApS shall not be deemed valid until Flexvalve ApS has sent a written order confirmation to the Buyer. The Buyer’s objections, if any, to the contents of the order confirmation shall be made in writing and received by Flexvalve ApS prior to delivery and fi ve working days after the date of the order confirmation at the latest. An order may only be chandelled or changed upon Flexvalve ApS written approval thereof. The Buyer shall compensate Flexvalve ApS for its costs and losses in connection with a cancelations or change, however, at least an amount equal to 10% of the agreed purchase price exclusive of VAT.
Unless otherwise agreed our prices are stated in dkk exclusive of the VAT valid from time to time, other charges, customs, fees, freight etc. Substantiated changes in the exchange rates, rates of duty or other costs that are included in or added to the prices of Flexvalve ApS and that occur after Flexvalve ApS making of the order confirmation or offer and that increase the specified prices, shall be charged additionally. In connection with a currency devaluation of the specified currency or the Danish Krone by more than 2%, Flexvalve ApS reserves its right to cancel all deliveries and/or adjust its prices proportionately. For orders of less than dkk 300,00 we will add a fee of dkk 75,00.
Unless otherwise agreed, the terms of payment for all deliveries - both total and part deliveries - are net cash on delivery. If the Buyer cannot take delivery at the agreed date, the purchase price shall be payable when Flexvalve ApS has notified the Buyer that the delivery is ready for dispatch. Flexvalve ApS reserves the right to alter the agreed terms of payment if the Buyer’s ability to pay is weakened after the entering into of the contract. If the Buyer does not pay the purchase price prior to the expiration of the credit, Flexvalve ApS may charge default interest as at the due date at a rate of 1.5% per month or fraction of a month. The Buyer shall not be entitled to withhold any part of the purchase price as security for the fulfi lment of claims, if any, regarding other deliveries, and any such withholding shall be considered a material breach of the contract. A discount, if any, will only be granted if all due accounts from previous deliveries are settled. When returning goods as per agreement we will deduct at least 30% of the original price on the credit note.
5. RETENTION OF TITLE
Flexvalve ApS reserves the title to any and all deliveries until the purchase price has been paid in full.
The specified delivery time is approximate and subject to confirmation, unless otherwise agreed and confirmed in writing by Flexvalve ApS. The delivery term shall be ex works, Flexvalve ApS stock in Korsør, Denmark, unless otherwise agreed in writing.
If a special delivery agreement is made, the Buyer shall bear the risk. If such agreement refers to a delivery term, the delivery term shall be interpreted pursuant to the INCOTERMS applicable at the time of the entering into of the agreement. Delivery costs will be added to every order. We will add freight- and delivery costs.
7. DRAWINGS AND DESCRIPTIONS
Any and all drawings and technical documents related to the products or the production thereof, which has been submitted by one party to the other before or after the entering into of the contract, shall remain the property of the submitting party. The Buyer shall warrant that drawings, technical documents etc. submitted by the Buyer and the final products produced according to such drawings, technical documents etc. do not infringe the intellectual property rights of any third party. If a third party claims that its intellectual property rights are infringed, Flexvalve ApS shall be entitled to cease production and/or delivery of the products.
8. DUTY TO EXAMINE
Immediately upon receipt of a delivery the Buyer shall initiate the necessary examination in order to demonstrate any defects. The
Buyer’s duty to examine also applies to the technical qualities of the product.
The Buyer shall notify Flexvalve ApS in writing of defects as soon as the defects have been found or ought to have been found.
This also applies to complaints for quantity differences. The notification shall contain the date of delivery, a specification of the defects and the time of the demonstration of the defects. Irrespective of the cause, the Buyer forfeits its right to complain if he has not complained to Flexvalve ApS one year after delivery at the latest. Flexvalve ApS shall be free to decide whether a defect shall be remedied by replacement delivery, repair or by granting the Buyer a fair proportionate price reduction. If the Buyer does not notify Flexvalve ApS of a defect within the stipulated time limits, the Buyer shall forfeit its right to advance claims with reference to the defect. In case of a complaint, the Buyer shall not be entitled to have the products at its disposal or to return the products to Flexvalve ApS without its written approval thereof. In case of an unwarranted complaint, Flexvalve ApS reserves the right to claim the costs incurred in connection therewith from the Buyer. Complaints regarding invoices shall be forwarded in writing eight days after the receipt of the invoice at the latest.
Flexvalve ApS liability cannot exceed the agreed purchase price. Any additional claims, including additional costs, trading loss or loss of profits, cannot be advanced against Flexvalve ApS irrespective of the cause thereof. Flexvalve ApS liability for faults and defects shall always be limited to replacement, repairs or to grant the Buyer a fair proportionate price reduction for the delivery in question at the discretion of Flexvalve ApS. The Buyer may not exercise other remedies. The Buyer may terminate the contract without notice if the defect is not remedied within reasonable time after the Buyer’s complaint. If one of the parties terminates the contract without notice due to the defect, the Buyer shall be entitled to a repayment of the paid purchase price against a return of the delivered products to Flexvalve ApS. Flexvalve ApS shall not be liable for any other defects than those specified in this clause. The Buyer shall not be entitled to exercise any remedies, if the time of delivery is exceeded.
11. FORCE MAJEURE
The Buyer shall not be entitled to compensation or to cancel the contract in case of a non-fulfilment which is due to force majeure.
If the force majeure situation lasts for more than three months, the Buyer shall be entitled to cancel the contract without having any claim for compensation. Force majeure exists if Flexvalve ApS or its sub-suppliers are prevented from fulfilling its obligations due to war, civil war, riots, governmental intervention, import and export restrictions, acts of God, including but not limited to earthquakes, storm surges, largescale floods, waterspouts, volcanic eruptions, and trade disputes, strikes, fire or similar situations which neither should nor could have been predicted by the parties at the time of the entering into of the contract or attached agreements.
Flexvalve ApS shall only be liable for damage to property which is meant for commercial use according to the below rules:
I) Flexvalve ApS shall not be liable for damage to real property or personal property which occurs while the products are in the possession of the Buyer.
II) Moreover, Flexvalve ApS shall not be liable for damage to products produced by the Buyer or to products of which Flexvalve ApS products form a part, or for damage to real property or personal property which the Buyer’s products cause due to a defect in the product.
III) Flexvalve ApS shall not be liable for operating loss, loss of profit or any other indirect loss. Furthermore, Flexvalve ApS liability cannot exceed the agreed purchase price, and the liability of Flexvalve ApS shall only be valid for one year after the delivery of the products to the Buyer.
To the extent Flexvalve ApS shall incur liability towards third party, the Buyer shall hold Flexvalve ApS harmless to the same extent, as Flexvalve ApS liability is limited according to this provision. In case of personal injury caused by the products and in case of damage to property usually meant for non-commercial use, the provisions of the Danish Product Liability Act shall apply.
If a third party advances a claim for damages against either of the parties pursuant to this provision, such party shall immediately inform the other party thereof.
13. LAW AND VENUE
Any dispute between the parties regarding the interpretation and extent of these terms and conditions of sale and delivery shall be settled at the Maritime and Commercial Court in Copenhagen. Danish law (CISG where applicable) shall apply.
In order to achieve the best possible function and a long life of the products of Flexvalve ApS, we recommend that the installation
instructions specified in our catalogue and our storage, maintenance and cleaning guidelines.