Section 1 – Applicability
These General Terms and Conditions of Sale (hereinafter “GTCS”) shall apply to all sales of goods by ABCON A/S notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication received from the purchaser. No such conflicting, contrary or additional terms and/or conditions shall be deemed accepted by ABCON A/S unless and until this has been expressly confirmed by ABCON A/S in writing.
ABCON A/Sreserves the right to change these GTCS at any time. In the event of any changes ABCON A/S will provide a notice period of thirty calendar days by posting a notice detailing the changes on the website www.abcon.eu
Section 2 - Offers, Purchase Orders and Order Confirmations
All offers made by ABCON A/S are open for acceptance within a period of fifteen calendar days from the date of issue, unless otherwise specifically stated, and are subject to the availability of the goods offered.
All purchase orders issued by the purchaser shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on ABCON A/S unless and until confirmed in writing.
Section 3 - Prices and Terms of Payment
The prices for the goods shall be those set forth in the order confirmation issued by ABCON A/S. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
Unless expressly stated otherwise in the order confirmation, payment for goods shall be made thirty days after delivery without offset or deduction.
Any purchaser must submit such financial information from time to time as may be reasonably requested by ABCON A/S for the establishment or continuation of payment terms. ABCON A/S may at the company’s sole discretion at any given time change otherwise agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
If a purchaser fail to pay any invoice within fifteen calendar days of the due date of payment, cf. section 3.2., ABCON A/S may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the purchaser within seven calendar days of the expiration of the grace period. Further, ABCON A/S may charge the purchaser an interest from the due date to the date of payment at the rate of 1,5% per current month. This shall be in addition to, and not in limitation of, any other rights or remedies to which ABCON A/S are or may be entitled at law or in equity.
Title to goods delivered shall remain vested with ABCON A/S and shall not pass to the purchaser until the goods have been paid for in full. If the purchaser fails to pay any invoice within fifteen calendar days after the due date of payment, ABCON A/S may retake the goods covered by the invoice. The purchaser is obliged to insure all goods delivered, to their full replacement value, until title to the goods has passed to the purchaser.
Section 4 - Terms of Delivery and Late Delivery
Unless expressly stated otherwise in the order confirmation, all deliveries of goods shall be ex factory in accordance with Incoterms 2000. The risk of loss of or damage to goods shall pass to the purchaser in accordance with the agreed delivery term.
The delivery dates of goods shall be those set forth in the order confirmation. If ABCON A/S fail to deliver goods within seven calendar days of the agreed delivery date, the purchaser may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to ABCON A/S within seven calendar days of the expiration of the grace period. Further, the purchaser may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be the purchaser’s exclusive remedies for late delivery.
ABCON A/S reserves the right to make delivery in installments.
Section 5 - Acceptance of goods
The purchaser must inspect the goods delivered upon receipt. The purchaser are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by ABCON A/S within five calendar days after delivery of the goods.
Section 6 – Warranty
ABCON A/S warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will be suited to the intended use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than ABCON A/S.
With respect to goods which do not conform to the warranty the liability of ABCON A/S is limited to refund of the purchase price for such goods; provided, however, that notice hereof is provided within fourteen calendar days after the lack of conformity has been discovered or ought to have been discovered.
ABCON A/S makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes the sole obligation of ABCON A/S in respect of any lack of conformity of goods delivered hereunder. In particular, ABCON A/S makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
Section 7 - Intellectual Property Rights Infringement
If any goods delivered hereunder are held to infringe a third party’s patent or other intellectual property right and the purchaser are enjoined from using same, ABCON A/S will, at the option and expense of ABCON A/S decide whether to: (a) procure for the purchaser the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states the sole liability for intellectual property rights infringement for ABCON A/S.
Section 8 - Limitation of Liability
Neither of the parties will be entitled to, and neither of the parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. The purchasers recovery from ABCON A/S for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
Section 9 - Force Majeure
Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
Section 10 – Miscellaneous
The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between the parties.
No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
These GTCS and all contracts of sale entered into between the parties shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the Maritime and Commercial Court of Copenhagen, Denmark, however, without prejudice to the right of ABCON A/S to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.