Terms of Sales and Delivery
PRATEC GROUP ApS, Karetmegervej 17A, DK 7000 Fredericia
These terms of sale and delivery apply to any sale made by Pratec Group ApS ("Pratec") unless otherwise agreed in writing.
1. Terms of delivery
Delivery shall take place in accordance with EXW (Ex Works), Incoterms 2000, Karetmagervej 17A, DK-7000 Fredericia, Denmark.
2. Terms of payment
Payment shall be executed in DKK unless otherwise agreed in writing. Payment shall take place directly to Pratec or to a bank designated by Pratec. The costs of transferring the purchase price shall be of no concern to Pratec. In case payment has not taken place at the time of maturity, an interest of 1% per month shall be added.
3. Retention of title
Pratec shall keep the title to delivered goods until the whole purchase price including interest etc. has been paid.
In case of delay in delivery the buyer shall be informed thereof. In case of delay, the buyer shall not acquire any other rights than that of annulment of the agreement provided that the delay is considerable to the buyer. Further, annulment of the agreement requires that the buyer after the agreed time of delivery has sent a written request to Pratec for delivery within 8 days. Provided that delivery does not take place by the end of the 8-day limit, the buyer shall be entitled to annul the purchase.
Pratec shall not be liable for delay except for what is stipulated in the present article including any possible financial consequences of the delay.
5. Complaints and liability for defects
Any risk of the goods shall be transferred to the buyer at the time of delivery. The buyer shall be obligated to examine the goods on delivery.
Any claim regarding the quantity of the goods shall be submitted immediately on delivery. Claims regarding the quality of the goods shall be submitted to Pratec in writing within 48 hours after delivery. Where Pratec has not received a complaint within the stated time limit, the buyer's right to object against quantity and quality shall lapse.
Pratec shall be obligated to remedy all defects due to errors in construction, material or production. Pratec shall decide whether remedying shall take place by repair or replacement of the defective part/parts.
Pratec's liability shall only include defects which appear within 1 year from the date the goods were delivered.
Pratec shall not be liable for defects except for what is stipulated in the present article. This applies to any loss caused by the defect including operating loss, loss of earnings and other consequential financial losses.
Unless otherwise expressly agreed, no guarantee shall be granted against defects except for the right of complaint stipulated in article 5. Where Pratec has undertaken to grant a guarantee, such a guarantee shall only include defects concerning construction, material and production. A guarantee granted by Pratec shall not include defects due to insufficient maintenance, incorrect installation, changes made by the buyer or wrong use of the good. Further the guarantee shall not include normal wear and tear or deterioration. Pratec's guarantee commitment shall only apply where the buyer can document that a defect is not caused by insufficient maintenance, incorrect installation, changes made by the buyer, wrong use of the good or wear and tear or deterioration. Further, the guarantee shall only apply where the buyer can document correct servicing of the good in accordance with Pratec's manual.
The buyer shall inform Pratec in writing of defects of the goods no later than 10 days after the defect has been or should have been discovered by the buyer. Where the buyer does not inform Pratec of a defect by the end of this time limit and by the end of the guarantee period, the buyer shall forfeit the right to submit claims as regards the defect.
Pratec shall be obligated to remedy all defects covered by a guarantee granted by Pratec. Pratec shall decide whether remedying shall take place by repair or replacement of the defective part/parts.
Apart from this Pratec shall not be liable for such defects. This applies to any loss caused by the defect including operating loss, loss of earnings and other consequential financial losses.
7. Product liability
The buyer shall indemnify Pratec to the extent where Pratec is imposed a liability against a third party for such damage and such loss, as Pratec shall not be liable for against the buyer according to this stipulation.
Pratec shall not be liable for damage caused by the goods:
a) to real property or goods which occur while the material is in the buyer's possession.
b) to products manufactured by the buyer or to products in which these are a part or for damage to real property or goods which these products cause as a result of the sold goods.
Under no circumstances shall Pratec be liable for operating loss, loss of earnings and other consequential financial losses. Pratec's liability for material damage shall under no circumstances exceed the purchase price of the delivered goods.
Where a third party submits claims against one of the parties concerning liability in accordance with the present article, this party shall inform the other party thereof immediately.
Pratec and the buyer shall be mutually obligated to let themselves be sued before a court or an arbitration which hears liability claims against one of them on the basis of a damage or a loss, alleged to have been caused by the material. However, the mutual relationship between the buyer and Pratec shall always be decided by the agreed jurisdiction in accordance with the present terms of sale and delivery.
8. Reusable packing
Pratec reserves the right to invoice the buyer for reusable packing (including EUR-pallets, plastic EUR-pallets, plastic Bigboxes and plastic boxes) in case the buyer does not return or replace such packing.
9. Liability exclusion and force majeure
Strike, lockout, disruption of business, restrictions from public authorities, late delivery by sub-contractors and similar occurrences, which are beyond Pratec's control shall extend the time of delivery to the customer, until the occurrence has ceased, as Pratec shall be entitled to annul the order, where the occurrence lasts more than 30 days. Where the order is annulled by Pratec as a consequence of such occurrences, Pratec shall be entitled to do so without the buyer being entitled to submit claims against Pratec. War, civil unrest, natural disaster and similar events beyond the control of the parties, including shortage of raw materials, confiscation, currency restrictions or intervention by the authorities shall entitle Pratec to cancel any quotations and standing orders in full or in part. The party claiming force majeure shall be obligated to inform the other party by express letter/fax within 7 days after the occurrence of force majeure.
Any dispute between the parties concerning this contract shall be settled in accordance with Danish law. Disputes shall always be tried settled out of court. Where a dispute cannot be settled amicably, the dispute shall be settled by the Danish Institute of Arbitration in Copenhagen. However, Pratec may chose to take legal action before the Court in Vejle.