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General Terms and Conditions of Delivery and Trade
These General Terms and Conditions of Delivery and Trade (T&Cs) are a constituent part of the sale and shall apply to any consignment from DITRIMEX ApS (“DITRIMEX”) to a Buyer (“Buyer”).
General Terms and Conditions of the contractual partner that contradict ours shall not be recognised, the exception being should DITRIMEX explicitly agree to these conditions in writing.
The contractual partner is to provide written notification should he intend deviating from a certain condition.
The contract comes into force with the written confirmation by DITRIMEX. The contents of the written confirmation and these T&Cs have joint validity.
All offers are subject to change without notice with regard to the price, quantity, delivery periods and delivery possibilities.
All prices are deemed to be ex site of DITRIMEX net of packaging, transport costs and other incidental costs. A deviating rule only has validity if it is in writing. A reasonable price increase is deemed to be justified should changes be made to the prices of raw materials or auxiliary materials, wages and salaries, freight duties and public charges. This also has validity should the agreed form of the contractual performance be subsequently amended at the request of the Buyer.
The terms of payment shall be net cash unless otherwise agreed. In the event of late payment, a reminder fee of EUR 15 will be charged for every reminder and default interest at the rate of 1.5% per commenced month from the due date.
In case of online or creditcard payment, the payment will not be deducted before the goods are shipped.
The date of delivery is deemed to be the date on which the goods leave the plant of DITRIMEX.
The goods are shipped on the account and at the risk of the Buyer. The risk of an accidental destruction or accidental worsening of the goods is transferred to the Buyer upon them being handed to the carrier.
At the time of ordering, the Buyer will be informed of the expected shipping date. DITRIMEX is not liable for any damages, claims or other fees due to the actual shipping date differing from the expected.
Cancellation of the agreement shall be the Buyer’s only remedy for breach and shall require written form in order to be effective.
DITRIMEX shall not be responsible for whether the goods are fit for Buyers intended purpose and/or whether it may lawfully be used as such. DITRIMEX shall also not be responsible for any consultancy for the Buyer unless a separate written agreement has been entered into on such consultancy. DITRIMEX shall have no duty of instruction or similar to the Buyer.
As soon as the Buyer has received the consignment, the Buyer shall perform the necessary inspection to establish whether the consignment complies with what was agreed. If the Buyer wants to complain about the consignment, the Buyer shall do so in writing to DITRIMEX. Complaints shall be made immediately after the defect has been discovered and no later than fourteen (14) days after receipt of the goods. If a complaint is made too late, the Buyer shall forfeit all remedies for defective performance. If the Buyer wishes to make a claim based on visible transport damage or missing items, the Buyer shall record this on the consignment note and have it signed by the carrier. If this is not done, the Buyer shall forfeit all remedies for defective performance.
DITRIMEX is to be sent a sample of the delivery that is the subject of complaint together with the notification of defects. The warranty claims are deemed to be invalid should the Buyer not act accordingly.
The warranty is no longer valid should the goods be mixed, blended or connected in production facilities of the Buyer, in as far as the Buyer is able to furnish evidence that the products supplied by DITRIMEX are the sole cause of the damage that was caused. Should DITRIMEX be requested to conduct analytical and technical validations, the Buyer is to remunerate such separately as long as it should not be determined that the fault lies by DITRIMEX.
The warranty does not cover damages that are incurred by the Buyer as a result of natural wear, moisture, high temperatures in the rooms or other temperature or weather effects, in addition to an incorrect storage of the goods.
DITRIMEX can refuse to remedy defects for as long as the Buyer should not meet his contractual obligations.
If a consignment is defective/damaged and DITRIMEX is liable for this, DITRIMEX may always exempt itself from liability through redelivery. If redelivery is performed, the Buyer can make no further claims against DITRIMEX. If DITRIMEX is unable to perform redelivery, the Buyer shall be entitled to repayment of the invoiced amount.
DITRIMEX liability for damages can never exceed an amount of DKK 100,000 per order or delivery.
DITRIMEX shall not be liable for failure to perform its supply obligations if this is caused by circumstances beyond the control of DITRIMEX as a result of force majeure. Force majeure shall be deemed to include natural disasters, war, civil unrest, mobilisation, failing supply of raw materials, lack of transport means, import and export bans, currency restrictions or shortage of labour or any other event which prevents or restricts the usual production process, lockout, strike, fire or damage to DITRIMEX ‘s production facilities. If a supplier engaged by DITRIMEX is affected by force majeure, DITRIMEX may claim the same exemption from liability vis-à-vis the Buyer as if force majeure had occurred at DITRIMEX. In the event of force majeure, DITRIMEX may either cancel the deal or parts thereof, or deliver as soon as the obstacles to normal delivery have been cleared.
If DITRIMEX has accepted that a consignment is defective, the return of such consignment shall be at the expense of DITRIMEX provided that the Buyer shall follow DITRIMEX ‘s guidelines for packaging and dispatch. Returned goods shall be returned to DITRIMEX in their original, undamaged packaging. In the event that the original packaging has been damaged or destroyed, the Buyer shall ensure that packaging material and packing are adequate. The consignment shall be returned by the same method of dispatch as was used by DITRIMEX to the Buyer. If the consignment is not returned as prescribed by DITRIMEX and is damaged as a consequence thereof, the Buyer shall forfeit its right to claim both the original and the subsequent defects. The Buyer shall enclose documentation with the returned consignment to identify the order accurately, e.g. in the form of a cover letter, invoice, complaint number or otherwise.
The deliveries remain the property of DITRIMEX until such time as all obligations arising from all contractual relationships with the Buyer have been discharged. Should the Buyer be in default, DITRIMEX is entitled to demand that the Buyer return all of the reserved goods without this constituting a repudiation or the granting of a subsequent time limit being necessary. The taking of the reserved goods back is not deemed to be a repudiation of the contract by the user, the exception being should this be explicitly declared. The Buyer has an obligation to enabling a returning of the reserved goods under all circumstances. Should the Buyer process reserved goods then he does so for DITRIMEX without it being able to assert claims against DITRIMEX on the basis of this work. In this case, the reserved property of DITRIMEX is extended to include the processing of resulting products. In the case of the processing, the co-ownership share held by DITRIMEX is calculated as being the ratio of the value of the reserved goods to the value of the resulting product. This also has validity in cases where the reserved goods are blended, processed or mixed with third party property. The Buyer already assigns the claims it has against its customers at this moment in time in order to secure the claims that DITRIMEX has on the basis of its reservation of title. When requested to do so, the Buyer is to provide full information concerning the customers and its contractual relationships with the customers without delay.
Any disputes between the parties shall be decided by the ordinary courts of justice with the Court of Horsens, Denmark, as the court of first instance. The agreement between the parties shall be subject to Danish law.
The International Sale of Goods Act No. 733 of 7 December 1989 does not apply to the parties. The Terms shall take precedence over any non-mandatory provisions of national and international legislation, including, without limitation, the Danish Sale of Goods Act.
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