1.0 Scope of application of terms and conditions of sale
1.1 These terms and conditions of sale apply to all NGI A/S (“NGI”) offers, sales and deliveries of products to the buyer (the Buyer”) unless otherwise accepted by NGI in writing. 1.2 NGI and the Buyer have not entered into a final and binding agreement of sale until NGI has issued a written order confirmation, which shall constitute such final and binding agreement.
2.0 Delivery terms
2.1 Products are delivered EX WORKS/ab fabrik from NGIs place of business (Virkelyst 5, 9400 Nørresundby, Denmark). Products are delivered in NGI’s standard packaging.
2.2 If NGI and the Buyer have agreed that NGI shall arrange for transport of the products to the Buyer, NGI will stipulate the expected date of delivery in the applicable order confirmation. Any such transport will be at the cost and risk of the Buyer unless otherwise explicitly agreed by the parties in writing.
2.3 Delivery dates are best estimates only. NGI shall not be liable for delays.
3.0 Terms of payment
3.1 NGI offers the Buyer the number of days of credit specified in the relevant invoice. However, NGI may demand prepayment at any time if NGI considers this to be relevant.
3.2 If payment is not made before or on the due date specified in the relevant invoice, NGI is entitled to charge interest on the due amount from the due date at a rate of 2% per commenced month.
3.3 NGI reserves title in the products until the products have been paid for in full.
4.0 Defects and liabilty
4.1 NGI is obliged to, at its choice, repair or replace defective products on the terms set out in clauses 4.2 - 4.9 below.
4.2 The buyer shall complain in writing to NGI of a defect immediately after such defect has been or should have been discovered and in any event within one year from delivery. The complaint shall describe the alleged defect in reasonable detail. If the Buyer does not complain in accordance with the aforesaid, the Buyer will lose his right to raise claims against NGI for products being defective. If a product has been used more intensively than agreed or assumed, the complaints period shall be reduced proportionally.
4.3 Repair or replacement of products or parts does not extend the maximum complaints period of one year in clause 4.2.
4.4 If NGI decides to repair a defective product, repair shall take place on site. If NGI decides to replace a defective product, replacement will be effected by NGI sending a non-defective product to the Buyer. Repair or replacement shall be effected by NGI within reasonable time after NGI receives a complaint in accordance with clause 4.2, and in any event with 4 weeks from receipt of such complaint.
4.5 NGI may demand that (alleged) defective products are returned to NGI at the Buyer’s risk and cost. Returned products shall become NGIs property if replaced. If the Buyer complains about a product that NGI subsequently establishes not be defective, NGI may claim compensation for its time, work, costs etc. in accordance with its terms, rates and prices applicable from time to time.
4.6 If NGI does not fulfill its obligations under clause 4.4, the Buyer shall have the right to return the defective product to NGI, at the Buyer’s cost and risk, for a full refund of the purchase price.
4.7 NGI shall not be responsible for defects caused by material which is provided by the Buyer, for constructions or specification which are prescribed or specified by the Buyer, for inadequate maintenance, for changes to the delivered products made without NGI’s prior written consent, for inappropriate repairs or incorrect use of the products, or for faulty preparatory work by the Buyer. NGI’s liability only includes defects which appear under working conditions presumed by NGI. Normal wear and tear and depreciation shall not be considered a defect.
4.8 NGI’s liability under this Agreement shall be limited to the invoice value of the defective product, that gave rise to claim. Further, NGI shall not be liable for indirect loss, including loss of operation, lost earnings and other consequential loss. The limitation of NGI’s liability shall not apply if NGI acted grossly negligently or intentionally.
4.9 NGI shall be liable only to the extent set out above in this clause 4. The rights and remedies of the Buyer set out in this clause 4 are exhaustive and exclude all other remedies and claims under law or otherwise.
5.0 Product Liability
5.1 NGI shall be responsible for product liability claims only to the extent required under mandatory product liability law. NGI shall not be liable for damage to commercial property. Further, NGI shall not be liable for indirect loss, including loss of operation, lost earnings and other consequential loss.
If a third party raises a claim against the Buyer for product liability, the Buyer shall immediately notify NGI in writing.
6.0 Choice of law and venue
6.1 Any disputes between the Parties arising from or in connection with NGI’s sales of products to the Buyer shall be governed by substantive Danish law (and the CISG shall not be applicable), and disputes shall be brought before The Maritime and Commercial Court (Sø- og Handelsretten) in Copenhagen, Denmark. If this court declares that it is not competent, disputes shall be brought before the Copenhagen City Court (Københavns Byret) in Copenhagen, Denmark.