1.1. These terms and conditions of sale and delivery apply to all agreements entered into between Scandi-Roc ApS (hereinafter referred to as Scandi-Roc) and the buyer, unless Scandi-Roc agrees in writing to another contractual basis.
1.2. The buyer's possible purchasing conditions and the like are not binding for Scandi-Roc.
1.3. Scandi-Roc is entitled to change these sales and delivery conditions without notice.
2. OFFER, ORDER AND ACCEPTANCE
2.1. Unless otherwise stated, offers are valid for 10 working days from the date of the offer. Any offer is subject to intermediate sales.
2.2. The buyer's orders are only binding for Scandi-Roc when the buyer has received written order confirmation.
2.3. If Scandi-Roc's order confirmation does not agree with the buyer's order, the buyer must complain immediately after receiving the order confirmation. Otherwise, the buyer is bound by the order confirmation.
3. DRAWINGS AND DESCRIPTIONS
3.1. All information on weight, dimensions, capacity, data of a technical and other nature as well as prices listed in catalogues, advertisements, offers, image materials, on websites, price lists etc. are approximate and do not express any form of guarantee or assurance.
4. SCANDI-ROCS DELIVERY AND ADVICE
4.1. All intellectual property rights, drawings, sketches, technical specifications, estimates, descriptions etc. are the property of Scandi-Roc and may not be copied or left to third parties without prior consent from Scandi-Roc. The delivered products must also not be manufactured, imitated or entrusted to third parties with this purpose in mind.
4.2. Drawings that Scandi-Roc has produced for use in tenders must be returned on request.
4.3. Scandi-Roc assumes no responsibility in connection with advice regarding the selection and use of Scandi-Roc's products.
5. PLACE OF DELIVERY
5.1. Delivery takes place EX WORKS from Scandi-Roc's business address, cf. Incoterms 2010, unless otherwise agreed in writing.
6.1. Unless otherwise agreed, the price is stated excluding VAT, freight and taxes and in DKK.
6.2. Scandi-Roc reserves the right to regulate the accepted prices in the event of changes in exchange rates, material prices, production costs, labor wages, transport costs, customs duties and in the event of force majeure, cf. also point 16.
7. GOODS ON SAMPLE
7.1. Scandi-Roc sells and produces concrete, granite, slate and other natural stone products. Delivered samples are only to be considered indicative examples of the products, which is why fluctuations in both color and structure may occur.
7.2. Goods on trial are sent only after prior agreement with Scandi-Roc and if the buyer pays freight both for delivery from Scandi-Roc and for any return.
7.3. If the buyer does not return a product after the end of the trial period, the product will automatically be invoiced after the end of the trial period in accordance with these sales and delivery conditions and based on Scandi-Roc's current price list.
7.4. The buyer is responsible for compensation and insurance for the product during the trial period.
8. PAYMENT TERMS
8.1. Scandi-Roc is entitled to invoice the buyer for all deliveries that have been delivered or deliveries reported by Scandi-Roc as ready for delivery if the agreed delivery time has occurred.
8.2. Payment must be made within the date specified on the invoice. If no specific date has been specified, payment must be made in net cash upon delivery, unless otherwise agreed in writing between the parties.
8.3. If payment is not made on time, Scandi-Roc is entitled to interest on the amount owed at any time from the invoice date with interest corresponding to 2% per started month. Payments are amortized first on accrued interest and then principal.
9. WITHHOLDING AND SET OFF
9.1. The buyer is not entitled to withhold payment or set off claims from Scandi-Roc.
9.2. Should the buyer be in default of payment, Scandi-Roc is entitled to withhold any service and offset any claim that Scandi-Roc may be obliged to provide to the buyer or pay to the buyer, regardless of whether the service or claim relates to the specific agreement. Scandi-Roc is further entitled to retain any item belonging to the buyer, which Scandi-Roc directly or indirectly, as a result of the parties' trade or agreement, is in possession of.
10. RETENTION OF TITLE
10.1. The sold item remains Scandi-Roc's property until the entire purchase price plus accrued costs and interest has been paid to Scandi-Roc.
11. DELIVERY TIME, ETC
11.1. The delivery time is stated in the order confirmation. If a delay in delivery is due to an event mentioned in point 16 or the buyer's action or omission, the delivery time will be extended accordingly.
11.2. In the event of a delay, the buyer must immediately make a complaint in writing. If notice of this is not given immediately after a delay occurs, the buyer loses any right of default due to the delay.
11.3. Regardless of whether the buyer maintains or, in the event of a significant delay, cancels the agreement, Scandi-Roc can never be liable for damages to the buyer, including for daily fines, conventional fines, operating losses, lost earnings, lost profits or other indirect losses or consequential damages. In addition, the compensation claim may under no circumstances exceed the purchase price excluding VAT for the delayed products.
11.4. Otherwise, the limitation of liability in point 15 applies.
12. CREDITOR MORA
12.1. If the buyer, after the delivery time has arrived, fails to pick up the products or give an order for shipment, Scandi-Roc is entitled to store and insure the service at the buyer's expense and to send an invoice for the delivery.
12.2. If the buyer, despite a written request, fails to pick up the products, Scandi-Roc - also in cases where the products have been manufactured specifically according to the buyer's instructions or specifications - is entitled to sell them as best as possible at the buyer's expense.
13. RESPONSIBILITY FOR DEFECTS AND COMPLAINTS
13.1. The buyer must review the delivery immediately after receiving the goods to ensure that it is intact and in accordance with what was agreed. If the buyer does not carry out the aforementioned examination, and complains about defects that the buyer should have discovered, the delivery must be considered contractual, and the buyer is considered to have accepted what was delivered.
13.2. Scandi-Roc must receive complaints no later than two weeks after the buyer has received the delivery.
13.3. Complaints must 1) be submitted as soon as the defect is discovered or should have been discovered, 2) be in writing and 3) be specified, i.e. it must be specified which deficiencies are claimed. Otherwise, the buyer loses any right of default as a result of the defect.
13.4. The complaint does not mean that the buyer is entitled not to comply with agreed payment conditions.
13.5. If what is delivered is defective, Scandi-Roc is entitled to remedy the defect by redelivery. If the defect is remedied, the buyer cannot otherwise assert any right to the defect, including proportional refusal or compensation.
13.6. Scandi-Roc is under no circumstances liable for daily fines and conventional fines, operating losses, lost earnings, lost profits or other indirect losses or consequential damages. Scandi-Roc's liability for damages can never exceed the invoice price excluding VAT for the goods that are missing.
14. PRODUCT LIABILITY
14.1. Scandi-Roc must be indemnified by the buyer to the extent that Scandi-Roc is held liable to third parties for such damage or loss for which Scandi-Roc is not liable to the buyer according to clauses 14.2-14.3.
14.2. Scandi-Roc is not responsible for damage to real estate or movable property. Furthermore, Scandi-Roc is solely responsible for damages resulting from product liability, to the extent that this follows from non-derogable rules.
14.3. Scandi-Roc's liability for damages can never exceed the sum insured on Scandi-Roc's product liability insurance.
14.4. If a third party makes a claim against the buyer in accordance with clause 14, the buyer must immediately notify Scandi-Roc of this.
15. LIMITATION OF LIABILITY
15.1. Scandi-Roc is under no circumstances responsible for indirect damages and losses of any kind, including daily penalty or conventional penalty claims that the buyer may incur against third parties, as well as loss of operation, loss of time, loss of profit, lost delivery or similar indirect losses or consequential damages. Even if Scandi-Roc had to waive claims or rights vis-à-vis the buyer in individual cases, this cannot mean that Scandi-Roc has waived such claims or rights in cases other than what was specifically agreed.
15.2. Scandi-Roc's liability can under no circumstances exceed the purchase price excluding VAT according to the agreement.
16. FORCE MAJEURE
16.1. Scandi-Roc is not liable for non-fulfilment or delayed fulfillment of agreements due to force majeure. Force majeure means any obstacle which Scandi-Roc could not or should not have taken into account when entering into the agreement and which prevents or makes the fulfillment of the agreement unreasonably burdensome for Scandi-Roc, including war, terrorism, riots, civil unrest, government intervention or intervention by public authorities, fire, strike, lockout, export and/or import ban, mobilization, vandalism, currency restrictions, delay and/or lack of deliveries from sub-suppliers, transport obstacles, including ice obstacles or transport accidents, lack of energy supply and related production difficulties or any other reason , which is beyond Scandi-Roc's control.
16.2. If defect-free or timely delivery is temporarily prevented by one or more of the above-mentioned circumstances, the delivery will be postponed for a period corresponding to the duration of the obstruction with the addition of a reasonable period for the normalization of the conditions. In the above cases, Scandi-Roc must notify the buyer of the change or expected change in delivery time without undue delay. Delivery to the thus postponed delivery time is considered timely in all respects. If the delivery obstacle can be expected to last longer than 12 weeks, both Scandi-Roc and the buyer must be entitled to cancel the agreement, without this being considered a breach and without the parties being able to make claims.
17. CHOICE OF LAW AND JURISDICTION
17.1. Any dispute between the parties in connection with these terms of sale and delivery shall be settled by application of Danish law, as Danish law's rules of international private law, including the CISG, shall not apply. Scandi-Roc freely chooses whether the case is to be settled by arbitration or by the ordinary courts. The rules for processing the case at Danish Arbitration apply if arbitration is chosen. The arbitration court is set in Esbjerg.
If the ordinary courts are chosen, the place of jurisdiction is Scandi-Rocs at all times.
These sales and delivery conditions apply from 16 March 2015.