Conditions of sale and terms of delivery
The following Conditions of Sale and Terms of Delivery shall apply to all offers, sales and deliveries by ACTONA Company A/S (hereinafter referred to as “ACTONA”) – also in cases where the buyer stipulates other terms and conditions. Any deviation from our terms shall only be valid if accepted in writing by ACTONA.
1 Limit of liability
All goods provided by ACTONA are intended for domestic use only. Notwithstanding any opposed conditions in the agreement ACTONA will in no circumstances be held liable for neither loss nor damage, which originates from use different from domestic use.
2 Order confirmation
Please verify our order confirmation immediately. Later complaints regarding the execution of the order will not be accepted.
3 Delays by ACTONA
If ACTONA becomes aware that we will be unable to meet the stipulated time of delivery, or that a delay on our part is likely to occur, we shall without undue delay notify the Buyer in writing thereof and wherever possible, the time when delivery is likely to take place. Where a delay in delivery is due to any of the circumstances set forth in part 10 hereof (“force majeure”) or to acts or omissions on the part of the Buyer, the time of delivery shall be postponed to such an extent as is deemed to be reasonable, having regard to the circumstances. This provision shall apply whether the cause of delay occurs before or after the end of the stipulated time of delivery. The Buyer shall not
be entitled to cancel the contract owing to delays in delivery attributable to ACTONA except where such delay exceeds 30 days. The Buyer shall not be able to claim compensation owing to delays on the part of ACTONA.
4 Delays by buyer
If the Buyer becomes aware that he will not be able to take delivery of the goods by the stipulated date – or if a delay on his part is likely to occur – he shall forthwith notify ACTONA in writing, stating the cause of delay and, wherever possible, the time when receipt is likely to be able to take place. Notwithstanding that the Buyer fails to take delivery of the goods at the stipulated time, he shall make any payment contingent upon delivery as if delivery of the relevant goods had taken place. ACTONA shall make sure that the goods are stored for the Buyer’s account and at the Buyer’s risk. ACTONA shall at the Buyer’s request insure the goods for the Buyer’s account.
ACTONA shall have the right to call upon the Buyer in writing to take delivery of the goods within a time-limit of fifteen (15) days. Where the Buyer fails to do so within the same time-limit for reasons that are not attributable to ACTONA, we shall be entitled to cancel the contract by notice in writing to the Buyer, for such part of the goods ready for delivery as was not taken delivery of owing to the Buyer’s delay. In such case, ACTONA shall have the right to demand compensation for any loss we has incurred from the Buyer’s failure to perform the contract.
If nothing else has been quoted, ACTONA reserves the right to invoice without previous agreement, at current prices. ACTONA reserves the right to adjust prices for non-delivered Products in the event of alterations in rates of exchange, variations in costs of materials, sub-suppliers’ price increases, changes in wages, state requisitions or similar conditions over which ACTONA has no or limited control.
Unless otherwise agreed, the purchase sum shall be payable in cash upon delivery of the goods. Where the Buyer fails to effect payment punctually, ACTONA shall be entitled to demand penal interest as from the due date at the rate of 1.3% per month or part thereof. Where the Buyer wishes to return goods delivered, such return shall be made only as per prior agreement with ACTONA. Returned goods shall be sent carriage paid. In the event of nonpayment, the Buyer (debtor) shall pay all costs of collecting and recovering the debt, inclusive of charges and fees for lawyers, debt-collection agencies etc.
7 Ownership reservation (Retention of title)
The goods sold shall remain ACTONA’s property until payment has been made in full. As for sales to Germany, however, the retention of title stipulated in the enclosed addendum shall apply.
Buyer must examine the goods immediately on receipt; complaints of goods must be made immediately and at the latest 8 days from the receipt of the goods. Later complaints of defects or shortcomings will exempt ACTONA from any liability. In case of admitted complaints ACTONA agrees to make good all such defects as are the result of faulty design, material, or workmanship by carrying out repairs or replacement delivery of the goods but ACTONA shall incur no liability to pay compensation as a result of such defects. ACTONA’s liability shall comprise only such defects as appear within twenty-four (24) months from the date when the goods were delivered to the Buyer.
Complaints will not exempt the buyer from observing the agreed terms of payment. Claims concerning damage in transit and incomplete consignments must be advised by the consignee/buyer to the transport company (forwarding agent, postal authorities, railway) and to ACTONA.
9 Product liability
ACTONA shall be liable for damage to property caused by the products only where it can be shown that such damage was due to fault or negligence on the part of ACTONA or our employees. Under no circumstances shall ACTONA be liable for loss of profits, loss of earnings, or any other consequential financial loss. In the event that ACTONA incurs products liability towards any third party, the Buyer shall indemnify ACTONA to the same extent as ACTONA’s liability is limited according to the above. If any third party raises a claim for compensation against the Buyer by reason of a product damage, the Buyer shall forthwith notify ACTONA to this effect.
10 Return of goods
Goods which have been supplied and which are in accordance with the order can only be returned if there exists a previous written agreement with ACTONA. The goods must only be returned with freight prepaid.
11 Force majeure
Actona is not responsible to the Buyer when the following events occur after he acceptance of the order and prevent or postpone the fulfilment of this: war and mobilisation, rebellion and riots, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, shortages or delays of deliveries from sub-suppliers, fire, missing means of transportation, weather, exchange control regulations, import and export restrictions, death, illness or retirement of key persons, it-breakdowns or other circumstances which Actona does not directly control. In this case Actona is entitled to postpone delivery until the obstacle of fulfilment has stopped or alternatively, free from responsibility to cancel the agreement, fully or partly.
All and any disputes arising out of or in connection with this contract shall be settled according to Danish law. Any legal action shall be instituted at ACTONA or Buyer’s venue, at ACTONA’s option.