General conditions of international sale and delivery
These General Conditions of Sale and Delivery apply to all international sales from Mølbro Production A/S. The agreement between you as purchaser and Mølbro Production A/S as seller consists of our order confirmation and these General Conditions.
All international sales of goods from Mølbro Production A/S are governed by The United Nations Convention for the International Sale of Goods (CISG) in full unless otherwise provided for in these General Conditions. We do not accept the application of any special terms of purchase specified by you as purchaser before or after the issuing of the order confirmation, unless approved by us in writing. Disputes arising out of any sale of goods from us shall be governed by Danish law and brought before and settled by The Danish Institute of Arbitration, Denmark, in accordance with the rules of procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The purchase price of the goods is stated in the order confirmation. If the order confirmation does not contain a purchase price, Mølbro Production A/S's standard price list in force at the time of the delivery of the goods shall apply to the sale of goods. Mølbro Production A/S's standard price list in force can be obtained from Mølbro Production A/S. We are, however, entitled to adjust the purchase price in proportion to our total costs for the manufacture of the goods, if the costs have been increased by circumstances beyond our control, such as increases in prices on raw materials, electricity, fluctuation in exchange rates, taxes etc.
All prices quoted by Mølbro Production A/S are based on these General Conditions and reflect the limitations in our liability contained herein. If you as purchaser wish to contract with us on other terms than set out in these General Conditions, special arrangements can be made and a revised price will be quoted by us.
Where a delivery term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at the time of the agreement. If no specific delivery term is agreed, the delivery shall be considered Ex Works. You are as purchaser obliged to examine the goods carefully upon receipt. If you find that the delivered goods are suffering from a defect for which Mølbro Production A/S is liable, you are obliged to report this to Mølbro Production A/S immediately upon your examination of the goods. If you fail to report the defect to Mølbro Production A/S as set out above, despite the fact that you have or should have discovered the defect, your claim is precluded once and for all.
The goods shall remain the property of Mølbro Production A/S until payment of the goods has been made in full, to the extent that such retention of title is valid under applicable law.
We do our utmost in order to deliver the goods free of defects in due time to all our customers. If we do not succeed in doing so, we undertake the following liability: Up to a maximum corresponding to the purchase price of the goods or, if the goods are to be delivered in shipments, the purchase price of each shipment, we compensate any direct loss which is suffered by you as a consequence of our delivery of defective or delayed goods, provided that the defect or the delay is due to gross negligence on our part. Mølbro Production A/S is not liable for delays which are caused by delays from - or negligence on - the suppliers of Mølbro Production A/S. This being the case, Mølbro Production A/S is entitled to postpone time of delivery or alternatively cancel the agreement without this giving rise to any claims from you towards Mølbro Production A/S. We do not under any circumstances compensate indirect losses, including but not limited to loss of production, loss of profit, loss as a consequence of market disturbances and other consequential losses. We are furthermore liable for personal injury caused by defects of our goods in accordance with the applicable Danish Product Liability Act, if the goods are used in accordance with its objective and with appropriate observance of instructions for use and ordinary applicable security regulations. Mølbro Production A/S is not liable for any damage to property caused by defects of our goods.
We warrant that the goods upon delivery and for a period of 2 years from the date of delivery will conform to the specifications contained in the order confirmation with the normal tolerances accepted within the industry. The tolerances can be obtained from Mølbro Production A/S. It is subject to agreement with Mølbro Production A/S if the goods purchased by you should conform to more strict specifications. We do not warrant that our goods are suited for a specific purpose, unless this has been explicitly stated by you in the order and is clearly mentioned in the order confirmation.
Neither you as purchaser nor we as supplier can influence circumstances beyond our control. Therefore, neither of us shall be liable for the breached fulfilment of our agreement which is due to circumstances beyond our reasonable control (force majeure). The party affected by force majeure shall be excused from any delay or failure in performance to the extent and as long as the circumstances prevent the party from fulfilling the obligations under this agreement. The following circumstances shall be considered as cause for relief for both of us if they impede the performance of our agreement or make performance unreasonably onerous: Labor disputes and any other circumstance beyond the control of the parties such as acts of God, fire, war, mobilization or military call up of a comparable scope, requisition, seizure, changes in statutory regulations, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this paragraph. 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 agreement, without liability, upon thirty calendar days’ prior written notice to the other party.
By delayed payment, i.e. by payment after the due date stipulated in the invoice at issue, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made, and, further, we may charge interests at the rate of 1.5 per cent per commenced month with effect as from the due date of payment.