DISA Spare Parts - General Terms of Sale and Delivery
1. Offers and orders
Offers from DISA Industries A/S are not binding, as DISA Industries A/S reserves the right to make alterations in the offer. Descriptions, printed matters, drawings, photographs etc. shall not be binding upon DISA Industries A/S and DISA Industries A/S shall not be responsible for errors in writing and/or calculations.
Orders from the Purchaser are subject to written confirmation by DISA Industries A/S and must be received by DISA Industries A/S within ninety (90) days from the date of the offer as the offer otherwise becomes void. Any alteration, compared to the original offer, made by DISA Industries A/S shall be considered accepted by the Purchaser unless the alteration affects the Purchaser in an unreasonable matter and DISA Industries A/S receives a written complaint within seven (7) workdays.
2. Force majeure
In case of Force majeure, such as - but not limited to - e.g. acts of God, catastrophes of nature, war, civil commotion, currency restrictions, export or import prohibitions, embargoes, riots, fires, strikes, lock-out, requisitioning and all other circumstances beyond DISA Industries A/S' control, DISA Industries A/S shall be relieved from performance for the duration of the period of the force majeure situation, and the Purchaser shall not have any remedy for breach of contract or otherwise against DISA Industries A/S. However, if any of these circumstances result in a delay of delivery of more than 6 months, the Purchaser as well as DISA Industries A/S has the right to cancel the order in question. None of the parties can hold the other party liable for any loss whatsoever incurred thereby.
Shipment will be made for buyer's account and risk, according to EXW Højager 8, 2630 Taastrup, Denmark (Incoterms 2010). DISA Industries A/S is willing to effect freight and insurance on shipments on receipt of the buyer's instruction to do so.
4. Freight and Insurance
All prices are quoted EXW Højager 8, 2630 Taastrup, Denmark (Incoterms 2010). The prices quoted by DISA Industries A/S are exclusive of VAT and all other taxes and duties which lie with or will be imposed on such goods or service assistance. Any such VAT or tax will be on the account of the Purchaser.
5. Retention of title
DISA Industries A/S reserves the ownership of all products supplied until payment in full has been made. DISA Industries A/S reserves the same right until any bills of exchange drawn (or promissory notes made) in connection with an order have been honored in full.
6. Time of delivery
Time and delivery shall be as stated in DISA Industries A/S' acknowledgement of order and will be adhered to as far as possible. In no case can DISA Industries A/S undertake any responsibility for late delivery even if such responsibility is stipulated by the buyer's order. If the delay exceeds one (1) month, the buyer is entitled to cancel the order.
Payment shall be made in accordance with the payment terms set forth on the written order acknowledgement from DISA Industries A/S. If payment is not made by due date, DISA Industries A/S reserves the right to add an interest for each commenced month calculated from the due date agreed to. The rate of interest is the official discount rate of Danmarks Nationalbank. DISA Industries A/S cannot accept any retention of payment or any debit change on account of possible claims by the buyer.
8a. Urgent fee
An urgent fee of €100 will be invoiced and applicable for orders which are requested for shipment earlier than two days from date of order
8b. Handling fee
If the order value is less than €250, a surcharge of €75 will be invoiced.
8c. Re-packing fee
If Purchaser requests to re-pack or bundle orders already packed and confirmed, a surcharge of €100 will be invoiced.
8d. Inventory fee
If shipping instructions are not informed to DISA within 5 working days after advice of shipment, a onetime inventory fee of €150 will be invoiced.
The following conditions shall apply to new products supplied directly from the DISA Industries A/S works or through authorized DISA Industries A/S distributors.
The Purchaser must inspect the goods within three days of arrival at its premises or the premises of such other person, firm or company to which the goods are directed by the Purchaser to be sent by DISA Industries A/S or its suppliers according to the contract. If shortages or defects apparent on inspection Purchaser must send written complaint to DISA Industries A/S immediately. If Purchaser fail to do this, any such shortages or defects will not be accepted by DISA Industries A/S.
In case of transport damage this should be handled by party according to Incoterms 2010 by the International Chamber of Commerce (ICC). Such Delivery Terms are stated in the contract. The equipment is under DISA Industries A/S Warranty for a period of one year subsequent to the date of delivery, which means that within that period DISA Industries A/S is willing to make good without charge all technical defects demonstrably arising from bad workmanship or faulty components for which DISA Industries A/S is responsible. The said warranty shall only be recognized if a full description of the nature of the defect is given simultaneously with the complaint.
If DISA Industries A/S wants defect goods to be returned, this should be made subject to previous arrangement. Such goods must be packed properly and reach DISA Industries A/S in good condition and will only be accepted by DISA Industries A/S with a special Goods Return Note attached to the package. Replacement shipment will be invoiced Purchaser and only when returned goods are received and warranty justified by DISA Industries A/S the invoice will be credited.
If the notification of a defect is unjustified we shall be entitled to demand compensation from Purchaser for any expenses, we have incurred. ;
10. Liability for damage
DISA Industries A/S shall be held liable for personal injury only if it is proved that such injury was caused by fault or negligence on the part of DISA Industries A/S. DISA Industries A/S shall not be held liable for damage to real and personal property in the possession of the Purchaser, unless the damage has occurred as a result of gross negligence on the part of DISA Industries A/S. The liability of DISA Industries A/S shall in no case exceed one (1) million DKK. DISA Industries A/S shall not be held liable for loss of production, loss of profit, or for any other consequential damage and indirect loss, even if such loss can be imputed to DISA Industries A/S. In case product liability towards third party is incurred by DISA Industries A/S, the Purchaser undertakes to indemnify DISA Industries A/S as far as DISA Industries A/S' liability has been limited by the above stipulation.
The Purchaser is in no circumstances entitled to claim a pro rata reduction in the purchase amount or any compensation for losses, including loss of production, loss of profit or for any other consequential damage or indirect loss in case of delay or faults, whether the delay or the fault may be caused by DISA Industries A/S or not.
11. Drawings, descriptions and parts lists
Drawings, descriptions and parts lists entrusted by DISA Industries A/S to the buyer shall not be copied, shown to or entrusted to unauthorized persons.
Any dispute arising from this contract is to be finally settled by the Danish Court of Arbitration according to the rules of settlement of disputes by arbitration of the Danish Court of Arbitration. The agreement shall be governed by the law of Denmark, in particular the Act on the Sale of Goods ("Købeloven"). The Convention on International Sales of Goods ("CISG") does not apply to the agreement.