Terms and conditions

General Terms of Sale- and Delivery as per January 1, 2010

Prices:

INELCO Grinders A/S, hereinafter called the Vendor, is at any time free to change his prices.

Unless other agreement is made, sales are effected according to the current prices at the time of delivery.

Maximum validity of offers made by the Vendor is 60 days after dispatch, unless other agreement is made or it is stated otherwise in the offer.

Terms of delivery:

Delivery is effected ex Vendor’s address. Goods are dispatched for Buyer’s account and risk. If the Vendor has not received any special instructions, the Vendor is free to choose means of transport and forwarding route.

Time of delivery:

The Vendor has no responsibility for delays or obstacles due to force majeure or other circumstances beyond the Vendor’s control, including strike and export prohibition, whether these obstacles occur with the Vendor or with the Vendor’s suppliers or transport agents.

If a Buyer has an open overdue payment at the Vendor, the Vendor is entitled to postpone the delivery time with the amount of time equal to the delay of the payment.

Compensation in case of delays cannot be claimed for coverage of Buyer’s loss of production, loss of income, penalties, or other indirect losses or cost. Apart from the before mentioned the liability to pay compensation can maximum be the invoiced value excl. VAT of the delayed goods.

Terms of Payment:

Unless other agreement is made, the general term of payment of the Vendor is 30 days net from date of invoice.

In the event of delay in payment, the Vendor is entitled to charge interest at 1.5% per month or fraction of a month on overdue payments. If goods, which are to be delivered at a fixed time according to an agreement or contract, are not taken over in due time, the Vendor is allowed at his own option to sell goods for Buyer’s account, after advice to the Buyer, or to stock the goods for Buyer’s account, and the Buyer is thus under any circumstances obliged to effect stipulated payment at maturity. In case of stocking, the goods are stored at the Buyer’s risk.

Property:

The property of the goods remains with the Vendor until the whole amount is paid.

Drawings etc.:

All drawings, estimates, descriptions or other material, which are forwarded in connection with offers or deliveries, are Vendor’s property and must not be copied, presented to other firms or used for performing any piece of work without the Vendor’s written permission. Drawings that have been made by the Vendor for use in connection with offers must be returned on demand.

Liability for damages:

At any time, the Vendor shall do his best to ensure that delivered goods are in conformity with the standards and specifications of the Vendor within the limits of common accuracy, so that delivered goods are of customary high quality.

Should a defect be proved on delivered goods, the Vendor at his own option can choose either to change the defective article for a new one, to repair the article, to credit the defective goods to the Buyer upon return of the goods for the Buyer’ account, to grant the Buyer a reduction in the price according to special agreement.

Above mentioned duties of the Vendor are conditional on complaint being made to the Vendor within three days after the defect has been or should have been stated by the Buyer.

This liability expires without further notice one year after the goods are delivered to the Buyer.

The Vendor is not liable for any loss of production, loss of income or other indirect loss or damages. The Vendor’s possible liability for damages is reduced to an amount corresponding to the price which the Buyer has paid for the defective goods.

The Vendor is not liable for errors and defects that can be ascribed to wrongful handling, transport, storage, mounting, connection and operation or any other defect due to the Buyer’s use of the product for purposes other than stated in the Vendor’s specifications.

Product Liability:

Save as provided in mandatory rules of law applying to the Vendor, the Vendor undertakes no liability for personal injuries and then only to the extent provided in such legislation.

The Vendor is only liable for personal injuries if proven that the injury is caused by the Vendor or any person for whom the Vendor is responsible.

The Vendor is not liable for damage to fixed property or objects incurred when the goods are in the possession of the Buyer. The Vendor is not liable for damage to other goods produced by the Buyer or goods where these are included. The Vendor’s liability is limited to DKK 1.000.000.

Furthermore, the Vendor is liable for damage to fixed property and objects under the same conditions as for personal injuries.

If the Vendor is held liable for products towards a third party the Buyer is obligated to indemnify the Vendor to the same extent as the Vendor’s liability is limited according to these General terms of sales and delivery.

If a third party make a claim for damages against one of the parties due to product liability the party is to inform the other party immediately. Vendor and Buyer are mutually obligated to accept the claim against them being raised before the court of law which hear claim for damages regarding product liability raised against one of them provided that the court of law in question applies national Danish law as described below in the paragraph “Disputes and applicable law”.

The Vendor is in general not liable for indirect damage, loss of business profits or the like.

Disputes and Applicable Law:

All disputes and disagreements originating from these terms or concerning the interpretation thereof shall be settled according to national Danish Law (as no regard is paid to law rules which may imply the application of other than national Danish law at the legal venue of the Vendor in Denmark, unless other agreement is made between the parties.

The international Sale of Goods Act (CISG) does not apply to the legal relations of the parties.