1.1 These general terms and conditions of sale and delivery (these “Terms” or the “Terms”) apply to the sale and delivery of any product or service (the “Product”) from Stonewalk A/S, Vestsand A/S and/or Dansk Kvarts Industri A/S and its affiliated companies (“Us”/”We”/”Our”) to any buyer (“Customer”), unless the Terms are expressly waived or modified by other written agreement.
1.2 The Customer’s specification of special or general terms in tender documents, orders, acceptance, terms of purchase etc. is not considered a deviation from these terms unless we have expressly accepted the deviations in writing.
1.3 If, as part of the agreement, we are to deliver under AB92, these Terms take precedence over AB92.
2.1 The product is a natural material, which is why natural foreign substances may be present to a minor extent, and color/shade variations may occur to a minor extent. These occurrences do not constitute a defect in the Product.
2.2 Our product information is for guidance only. Information in product information shall only be binding on us if a separate written guarantee has been provided as part of the contract.
2.3 The Customer is fully responsible for the selection of the Product, including that the content and properties of the Product meet the Customer’s requirements for the Product.
3.1 Delivery shall be ex works from our (the individual company’s) business address (Incoterms 2010), unless otherwise agreed in writing in the specific case.
3.2 If delivery cannot be made due to the Customer’s circumstances, the Product shall remain in our warehouse at the Customer’s risk and expense. We are entitled to charge storage rent, costs etc.
3.3 Any time of delivery notified by us is an estimate and thus non-binding for us, unless a fixed delivery time has been expressly agreed. If a fixed delivery time has been expressly agreed, we are entitled to extend it by 10 working days from the expiry of the fixed delivery time. The Customer may not exercise any remedies for breach of contract until after the expiry of the extended delivery time. If we exceed the extended delivery time, the Customer is entitled to terminate the agreement if we have not delivered the Product within an additional period of at least 5 working days set by the Customer in writing. If the Customer chooses to terminate the agreement, the Customer is only entitled to a refund of any payment already made for the delayed Product, but not for other Products. The Customer may not assert any other remedies for breach of contract in connection with the delay that has occurred and is thus precluded from claiming compensation of any kind.
3.4 We reserve the right to deliver in installments, which is why the Customer is not entitled to return Products as a result of delivery not being made in a complete delivery in accordance with the agreement entered into.
4.1 The prices quoted include costs for packaging etc. required under normal transportation conditions to prevent damage to the delivery. If the Customer requires packaging other than that stated, such packaging will only be delivered by prior separate written agreement. Such packaging is invoiced separately. The packaging does not need to be returned to us and is not refundable.
5.1 All sales are made at prices applicable at the time of delivery, unless we have accepted a fixed price in writing.
5.2 Unless otherwise agreed, payment shall be made net cash on delivery.
5.3 If payment is not made on time, default interest will be added from the invoice date on the amount due at any time, including previously added interest, costs etc. at 1% per month or part thereof.
5.4 We retain title to any delivery of Products until the full purchase price/full consideration plus interest and costs have been paid. Until title has passed to the Customer, the Customer undertakes to keep the delivery of the Product duly insured and to store the Product separately and securely.
5.5 We are entitled to set off any receivables against the Customer. The Customer may not set off claims arising from other legal relationships against the purchase price/remuneration, and the Customer may not exercise a right of retention or refuse payment due to delay, complaint or counterclaim regarding the specific delivery.
5.6 If the Customer does not pay the purchase price for a delivery on time, we are not obliged to make further deliveries,
regardless of whether a binding sales agreement has been concluded with the Customer.
6.1 Upon receipt of the Product, the Customer shall immediately inspect the Product and examine it for any defects and deficiencies. The separation that may occur during transportation of the Product does not constitute a defect in the Product.
6.2 We are only liable for original errors and defects. If the Customer discovers original defects, the Customer must immediately complain to us in writing with a description and specification of the claimed defect. Any complaint about original defects must be received by us no later than 5 working days after the defect is or should have been discovered. If the Customer fails to do so, the Customer loses the right to assert remedies for breach of contract.
6.3 Our liability for defects and deficiencies is always and in any situation limited to us – at our option – either remedying the defect, replacing the goods or granting the Customer a proportionate reduction in the payment as determined by us. The Customer may not assert other remedies for defects.
6.4 Notwithstanding what is stated in clauses 6.1-6.3 above, we are liable for defects and deficiencies if and to the extent that they are covered by our liability insurance at any time with an amount corresponding to the maximum coverage of the insurance.
6.5 Unless otherwise notified by us in writing, we accept no responsibility for the purchased goods being legally marketed and/or used outside the borders of Denmark.
7.1 For product liability, we are liable in accordance with the provisions of the Danish Product Liability Act that cannot be derogated from by agreement. We disclaim liability for product damage that can be determined under any other basis. Notwithstanding the above, we are liable for product liability covered by our product liability insurance at any time with an amount corresponding to the maximum coverage (which is currently DKK 10 million).
7.2 To the extent that we may be held liable to third parties, the Customer is obliged to indemnify us to the same extent as our liability is limited under this provision.
8.1 Regardless of the basis on which a claim is made and regardless of the degree of negligence, we are not liable for indirect loss, loss of property,
operating loss, Buyer’s expense loss/repair loss, loss of time, loss of profit or (other) consequential damage and similar indirect losses.
8.2 Our liability for loss or damage is in any case limited to the amount paid by the Customer for the Product(s) on which the claim is based. The only exceptions to the above are stated in sections 6.4 and 7.1.
9.1 We are not liable to the Customer when the following circumstances occur after the conclusion of the agreement and prevent or postpone the performance of the agreement: war and mobilization, riots and civil unrest, acts of terrorism, natural disasters, strikes and lockouts (regardless of whether we ourselves are party to or cause these conflicts), delays in deliveries from subcontractors, flood, fire, explosion, lack of transportation, currency restrictions, death, illness or resignation of key personnel, computer viruses or other circumstances beyond our direct control. In this case, we shall be entitled to postpone delivery until the impediment to performance has ceased or, alternatively, to cancel the contract in whole or in part without compensation.
10.1 All industrial and intellectual property rights to the Product (including recipes, content, manufacturing methods, packaging etc.) belong to us. The Customer is not entitled to have similar or similar products, including packaging etc. manufactured by a third party, and the Customer is not entitled to use such products in the sale and marketing of similar products.
11.1 Upon termination of the agreement (regardless of the reason for the termination), the Customer is obliged to accept and pay for Products, including packaging, labels etc. that we have in stock at the Customer’s request. The same applies to raw materials, packaging, labels, etc. included in the Product that are in stock at our suppliers, including at a supplier designated to us by the Customer. Transfer is made to the Customer at documented cost price at the time of transfer.
12.1 Should one or more provisions of these Terms be or become invalid, the Terms shall continue to be valid between the Parties. In this case, the parties are obliged to replace the invalid provision (or provisions) with a valid one which, as far as possible, pursues the purpose and legal position of the invalid provision (or provisions).
13.1 Any dispute between us and the Customer shall be settled under Danish law. However, the aforementioned conflict rule does not include Danish private international law or CISG.
13.2 The dispute shall – at our option – be settled either by the ordinary Danish courts, with the court in Aarhus as the court of first instance, or by arbitration at the Danish Institute of Arbitration in accordance with the rules adopted by the Institute of Arbitration, which apply at the commencement of the arbitration proceedings. The arbitration court will be based in Aarhus. However, we can always choose to sue the Customer at its home court.