INTERNATIONAL PROCUREMENT SERVICE
TERMS OF SALE AND DELIVERY
1.1 All orders and deliveries between International Procurement Service ApS, (hereinafter referred to as “IN-PS”) and the purchaser (“Purchaser”) takes place on the basis of these sales and delivery terms (hereinafter referred to as “Terms of Sale and Delivery” or “Terms”), which are binding for all agreements concerning the supply of goods (hereinafter referred to as “Goods”) between IN-PS and the Purchaser.
1.2 The Terms supersede all agreements and practices between the Parties which are contrary to the Terms, unless specifically approved by IN-PS in writing. Conditions or requirements of the Purchaser contained in the Purchaser’s order stated in his general conditions of purchase or elsewhere, shall not bind IN-PS unless IN-PS has accepted them in writing.
1.3 The Purchaser accepts these Terms when submitting his order or by confirming an offer from IN-PS.
1.4 Only written orders and agreements are legally binding between IN-PS and the Purchaser. Agreements reached verbally become valid only after they have been confirmed in writing.
2. Conclusion of contract
2.1 Any offer is valid for 14 days from the date of the offer, unless otherwise stated in the offer.
1.1 When the Purchaser places a purchase order (PO), it shall be considered a binding offer on the part of the Purchaser.
2.3 Only orders from the Purchaser that IN-PS has accepted in writing by order confirmation or by contract formation will be binding for IN-PS.
2.4 No order which has been accepted by IN-PS may be cancelled by the Purchaser.
2.5 All prices are exclusive of VAT and other government duties, and in DKK, unless otherwise agreed between IN-PS and the Purchaser in writing.
2.6 All prices are valid for thirty days or until the Purchasers earlier acceptance after which time they may be altered by IN-PS without giving notice to the Purchaser.
2.6 All prices are IN-PS’s current prices or the agreed price to the Purchaser. IN-PS reserves the right to adjust IN-PS current prices, with the exception of current prices for goods or services accepted in writing by order confirmation
2.7 IN-PS reserve their position on price alteration, keying mistake, incorrect price information and other circumstances that may lead to incorrect price information. In such case, IN-PS is entitled to cancel an accepted agreement and is not liable for any loss as a result hereof.
3. Payment terms
3.1 IN-PS shall be entitled to invoice the Purchaser for all deliveries, which have been delivered or which have been reported ready for delivery by IN-PS, if the agreed date of delivery has occurred.
3.2 Payment must be made in accordance with the order confirmation or invoice sent by IN-PS. Unless otherwise agreed in writing, the terms of payment shall be net cash on delivery or notice of readiness from IN-PS respectively.
3.3 In case of late payment, IN-PS shall be entitled to interest from the Purchaser on the amount due at any time from date of invoice, at a rate of interest of 2.0 % per commenced month, until payment has been effected. Further claims of IN-PS shall remain unaffected thereby.
3.4 In case of the Purchaser’s late payment of any sum due under any order, IN-PS shall further have the right either to suspend all further deliveries until the Purchaser’s default of payment have been made good or to cancel the order so far as any Goods remain to be delivered there under.
3.5 IN-PS is entitled to require that the delivery of the Goods must be subject to full or partial prepayment.
3.6 The Purchaser is not entitled to withhold any payment or make any deductions from the price of the Goods in respect of claims that have not been approved by IN-PS.
4. Retention of title
4.1 The Goods shall remain the property of IN-PS until the entire purchase price, including interest and cost, has been paid by the Purchaser.
5. Terms of delivery
5.1 Delivery takes place “Ex works”, unless otherwise expressly stated in the order confirmation or otherwise agreed in writing.
5.2 Approximate time of delivery will be stated by IN-PS in the order confirmation or shall be agreed in written form and will be complied with to the extent possible. Deviations in delivery time may occur without IN-PS assuming liability hereby. Where the offer does not include a time of delivery, delivery will take place within a reasonable time, which in any case may be a minimum of 20 days.
5.3 If a delay in delivery is due to the events referred to in section 11 or due to Purchaser’s acts or omissions, the delivery time shall be extended accordingly.
5.4 IN-PS shall be entitled to effect partial deliveries and services.
6. Delayed delivery
6.1 If delivery is delayed beyond the approximate time of delivery agreed upon or stated by IN-PS according to clause 5, the Purchaser can by written notice to IN-PS demand delivery and fix a final, reasonable time limit for delivery.
6.2 If delivery is not effected within this reasonable time limit and the time limit is exceeded by more than 10 (ten) working days, then the buyer is entitled to cancel the order by written notice to IN-PS unless the delayed delivery is caused by force majeure according to clause 11.
6.3 If the Purchaser choose to cancel the order due to IN-PS delayed delivery, the Purchaser will only by entitled to a reimbursement of already made payments for the delayed Goods, if any. The Purchaser cannot make any other remedies for non-conformance against IN-PS in regards of the delayed delivery and is thus prevented from claiming damages of any kind, including compensation for operating losses, consequential damages or any other indirect losses.
7.1 The Purchaser has no right of return unless otherwise agreed in writing.
8. Defects and complaints
8.1 In order for a later complaint to be considered eligible, the Purchaser must immediately upon delivery review the Goods and make sure that it is intact and in accordance with the agreed.
8.2 All complaints shall be made in writing immediately after the defect is found or should have be found by the Purchaser, and no later than two (2) weeks after the Purchaser has received the Goods. Otherwise, the Purchaser shall lose any remedy for breach of contract as a result of the defect. The complaint does not relieve the Purchaser of paying the purchase price at the agreed time of payment.
8.3 For defect that neither were nor could have been discovered in connection with the Purchaser’s obligation to review the Goods upon delivery, complaints must be made as soon as the defect is found by the Purchaser and no later than the expiration of the warranty period.
8.4 The Purchaser shall specify the defects in the complaint and include pictorial material.
8.5 If there is no defect for which IN-PS is responsible, then IN-PS will be entitled to claim a reimbursement for work and costs, if any, which the complaint has imposed on IN-PS.
8.6 By eligible complaints IN-PS has, within a reasonable time and by their own choice, the right to undertake a replacement delivery, remediation or to give the Purchaser a proportional reduction. The Purchaser is not entitled to make any other remedies for non- conformance against IN-PS.
8.7 If IN-PS does not comply with section 8.6 by eligible complaints, the Purchaser shall – subject to the general rules of Danish law and these Terms – be entitled to cancel the agreement with regard only to the defective part of the delivery and claim compensation within the limits, which follow from these Terms.
9. Limitation of liability for defects
9.1 Any compensation sums that IN-PS must pay towards the Purchaser for damages, cannot exceed the invoice value of the individual delivery for all cumulative claims, and can under no circumstances exceed DKK 250,000.
9.2 IN-PS shall under no circumstances be liable for indirect damages losses or consequential losses, including but not limited to, lost profit, lost revenue, lost earnings, carriage and replacement losses, operating losses, daily penalties or liquidated damages imposed on Purchaser or third party, punitive damages, loss of time or other similar indirect losses or consequential damages as a result of damages or established defects.
9.3 To the extent IN-PS incurs liability for defects towards third parties, the Purchaser shall be under an obligation to indemnify IN-PS to the extent such liability exceeds the limitations according to this clause 9.
10. Product liability
10.1 IN-PS will only be liable for personal injury and property damage caused by the Goods in accordance with the Danish Product Liability Act’s, if it is proved that the damage resulted from errors or neglect committed by IN-PS or by others, who IN-PS is responsible for, and provided that the damage is caused by a defect in the delivered Goods and provided that the delivered Goods has been used in accordance with its purpose and accompanying instructions.
10.2 Any product liability as developed in case law is expressly disclaimed.
10.3 IN-PS is not responsible for damage to products manufactured by the Purchaser, or in which IN-PS’s products are included or for products containing such of the Purchaser’s products.
10.4 IN-PS product liability does not include damage to the Goods itself.
10.5 IN-PS shall under no circumstances be liable for indirect losses or consequential losses, including but not limited to, lost profit, lost revenue, lost earnings, carriage and replacement losses, operating losses, daily penalties or liquidated damages imposed on Purchaser or third party, punitive damages, loss of time or other similar indirect losses or consequential damages as a result of product liability.
10.6 Any compensation sums that IN-PS has to pay towards the Purchaser for product liability, cannot exceed the invoice value of the individual delivery and can under no circumstances exceed DKK 250,000.
10.7 To the extent IN-PS incurs product liability towards third parties, the Purchaser shall be under an obligation to indemnify IN-PS to the extent such liability exceeds the limitations according to this clause 10.
11. Force majeure
11.1 IN-PS shall not be liable for non-performance or delayed performance of agreements caused by hindrances beyond IN-PS’s control such as, but not limited to:Riots, war and war-like situations, government interventions or interventions of public authorities, strike, lockout, weather conditions, hacking or viruses, subcontractors’ delay and/or defective deliveries, export and/or import bans, transport accidents, or any other cause, which is beyond the control of IN-PS.
11.2 The above force majeure clause shall apply regardless of whether the events preventing performance of the order affect IN-PS or a sub supplier or carrier appointed by IN-PS.
11.3 In the event that non-defective or timely delivery is temporarily prevented due to one of the above-mentioned events, the time of delivery shall be postponed for a period of time equivalent to the duration of such event. However, either party is entitled to cancel the agreement in writing without incurring liability, if such event can be expected to last longer than 10 weeks after the stipulated time of delivery.
12. Personal data
12.1 In the event IN-PS receive personal data to be processed by IN-PS on behalf of the Purchaser, IN-PS shall take the necessary technical and organizational security measures to ensure that personal data is not accidentally or illegally destroyed, lost deteriorated, and that it does not become available to irrelevant persons, is abused or otherwise treated contrary to the legislation on personal data processing or any other legislation regulating the processing of personal information.
12.2 The requirements regarding IN-PS processing of personal data and the mutual relations of the Parties in this connection may be regulated additionally in a separate data processing agreement.
12.3 Observing the personal data legislation shall involve and include an obligation for Purchaser to observe the regulation regarding information and insight obligation towards the person(s) registered, to process objections to registration, delete incorrect information, etc., obtain the required consent regarding registration and processing of personal data, and to file information with the Data Protection Agency if required.
12.4 IN-PS must, at the request of the Purchaser, give sufficient information and sufficient control access so that the Purchaser can verify that IN-PS observes the necessary security measures.
12.5 IN-PS shall not be entitled to transfer personal data to countries outside the EU without the prior written consent of the Purchaser, which shall, however, not be denied without objective reason.