GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. In General
1.1 All products from Primalux A/S (CVR-NR.: 24205541)("Primalux") shall be supplied and delivered in accordance with the following terms and conditions of sale and delivery unless written acceptance is given by Primalux. By an eventual disagreement with the buyers genral terms and conditions or with circumstances with the buyers acceptance, the following general terms and conditions of sale and delivery are prior to buyers.
2. Offers and orders
2.1 Offers from Primalux’ are valid for 30 days, unless written agreement is given otherwise.
2.2 Any agreement of sale and delivery of products between the buyer and Primalux shall not be deemed to have been made until Primalux has submitted an order confirmation, which is returned to Primalux with the buyers signature no later than five working ays after the date of the order confirmation.
2.3 The prices quoted are inclusive packing and exclusive VAT, unless otherwise appears in the order confirmation.
2.4 The prices quoted are based on the currency stated in the order confirmation, Primalux is however entitled to adjust the prices quoted - also after the order confirmation - in the event of changes in exchange rates, duty, taxes and import taxes etc, which result in a rise of the cost and/or the production price and the selling price for the agreed delivery.
3. Delivery
3.1 Where no special term of delivery has been stipulated, the delivery shall be deemed to have been made "ex works" Kroghsvej 1, 4891
Toreby L.
3.2 By delivery "ex works" the goods are ready for collection at an agreed time. The buyer takes the risk for "ex works" delivered goods seven days at the latest after the agreed collection day or if it is a holliday the first workingday after.
3.3 Primalux can after agreement arrange transport of deliveries according to buyer's instructions. Delivery is always effected at truck edge and on stable road as close to the destination as possible.
4. Delay
4.1 The buyer is only entitled to cancel the purchase due to a delay which takes more than 30 days, unless the delay is due to force majeure or the subsuppliers of Primalux have not delivered punctually.
4.2 The buyer shall not be able to claim compensation owing to delays on the part of Primalux, unless the buyer evidences that the delay is due to the gross negligence of Primalux. Compensation cannot amount to more than the invoiced amount of the delayed delivery and to the documented loss of the buyer.
4.3 Under no circumstances shall Primalux be liable for indirect losses of the buyer, among these loss of profits, loss of earnings, day fines or any other consequential financial loss whatsoever.
5. Delivery obstructions due to force majeure
5.1 Primalux is not entitled to deliver or pay compensation to the buyer, if the delivery is obstructed or is made disproportionate difficult or expensive due to unexpected obstructions, which occur after entering the agreement, such as mobilisation, war, blockade, insurrection and civil unrest, labour conflicts, energy cricises, damages to machinery, fire, epedimics, government intervention, among these denial of export- and import licenses and introduction of deposit arrangements and defects in or delays of deliveries from subsuppliers due to any of the factors set forth in this paragraph and to any factors, which are beyond the control of Primalux.
1.1 All products from Primalux A/S (CVR-NR.: 24205541)("Primalux") shall be supplied and delivered in accordance with the following terms and conditions of sale and delivery unless written acceptance is given by Primalux. By an eventual disagreement with the buyers genral terms and conditions or with circumstances with the buyers acceptance, the following general terms and conditions of sale and delivery are prior to buyers.
2. Offers and orders
2.1 Offers from Primalux’ are valid for 30 days, unless written agreement is given otherwise.
2.2 Any agreement of sale and delivery of products between the buyer and Primalux shall not be deemed to have been made until Primalux has submitted an order confirmation, which is returned to Primalux with the buyers signature no later than five working ays after the date of the order confirmation.
2.3 The prices quoted are inclusive packing and exclusive VAT, unless otherwise appears in the order confirmation.
2.4 The prices quoted are based on the currency stated in the order confirmation, Primalux is however entitled to adjust the prices quoted - also after the order confirmation - in the event of changes in exchange rates, duty, taxes and import taxes etc, which result in a rise of the cost and/or the production price and the selling price for the agreed delivery.
3. Delivery
3.1 Where no special term of delivery has been stipulated, the delivery shall be deemed to have been made "ex works" Kroghsvej 1, 4891
Toreby L.
3.2 By delivery "ex works" the goods are ready for collection at an agreed time. The buyer takes the risk for "ex works" delivered goods seven days at the latest after the agreed collection day or if it is a holliday the first workingday after.
3.3 Primalux can after agreement arrange transport of deliveries according to buyer's instructions. Delivery is always effected at truck edge and on stable road as close to the destination as possible.
4. Delay
4.1 The buyer is only entitled to cancel the purchase due to a delay which takes more than 30 days, unless the delay is due to force majeure or the subsuppliers of Primalux have not delivered punctually.
4.2 The buyer shall not be able to claim compensation owing to delays on the part of Primalux, unless the buyer evidences that the delay is due to the gross negligence of Primalux. Compensation cannot amount to more than the invoiced amount of the delayed delivery and to the documented loss of the buyer.
4.3 Under no circumstances shall Primalux be liable for indirect losses of the buyer, among these loss of profits, loss of earnings, day fines or any other consequential financial loss whatsoever.
5. Delivery obstructions due to force majeure
5.1 Primalux is not entitled to deliver or pay compensation to the buyer, if the delivery is obstructed or is made disproportionate difficult or expensive due to unexpected obstructions, which occur after entering the agreement, such as mobilisation, war, blockade, insurrection and civil unrest, labour conflicts, energy cricises, damages to machinery, fire, epedimics, government intervention, among these denial of export- and import licenses and introduction of deposit arrangements and defects in or delays of deliveries from subsuppliers due to any of the factors set forth in this paragraph and to any factors, which are beyond the control of Primalux.
6. Defects
6.1 The buyer agrees by entering the agreement to be informed of the Primalux product specifications, the capacity of the products and the security measures of the products. The products will be delivered in accordance with this, unless otherwise agreed.
6.2 Where the delivered goods do not live up to Primalux´s own specifications or to the made requirements from buyer, Primalux is entitled to make good the defect by own choice, such as remedy it, compensate the buyer financially or deliver new products.
6.3 In connection with such a new delivery the buyer is entitled to return the already delivered goods allthough free of charge for the buyer.
6.4 The buyer shall immediately after receipt of a supply, carry out an inspection for transport damages and in connection with transport damages the buyer shall deny to accept delivery. The buyer shall immediately give Primalux notice after the damage has been discovered. In connection with transport damages the buyer shall be liable to a new delivery but is not liable to any other kind of compensation. Shoud the buyer have accepted the delivery, the buyer is not entitled to claim any transport damages.
6.5 The buyer shall within ten days of receipt of a supply, carry out the necassary inspection to discover other defects than transport damages. The buyer shall without delay give Primalux notice after the defect has been discovered.
6.6 Any complaint must be submitted within six days of receipt of the supply, irrespective of whether the buyer has not been able to discover the defect at an earlier moment. In the event of a later complaint, Primalux shall not remedy the defect.
6.7 It shall not be Primalux´s responsibility that Primalux products have not been installed, used, connected in accordance with instructions and/or specifications of Primalux.
6.8 Primalux shall only be liable in connection with personal and material defects in accordance with law of product liability. If any third party raises a claim for product liability against the buyer, the buyer shall forthwith notify Primalux to this effect.
7. Payment
7.1 Unless otherwise agreed in the order confirmation, the purchase price shall be paid in cash.
7.2 Where the buyer fails to effect payment punctually, Primalux shall be entitled to charge interest as from the due date at the rate of 3% per month until payment is effected.
7.3 Until payment is fully and finally effected, Primalux holds the reservation of right of ownership in the ordered and/or delivered goods.
7.4 The buyer shall not be entitled to withhold any part of the purchase price.
8. Jurisdiction
8.1 Any disputes between the buyer and Primalux shall be settled in accordance with Danish law and by the ordinary courts with Copenhagen as the only jurisdiction.
6.1 The buyer agrees by entering the agreement to be informed of the Primalux product specifications, the capacity of the products and the security measures of the products. The products will be delivered in accordance with this, unless otherwise agreed.
6.2 Where the delivered goods do not live up to Primalux´s own specifications or to the made requirements from buyer, Primalux is entitled to make good the defect by own choice, such as remedy it, compensate the buyer financially or deliver new products.
6.3 In connection with such a new delivery the buyer is entitled to return the already delivered goods allthough free of charge for the buyer.
6.4 The buyer shall immediately after receipt of a supply, carry out an inspection for transport damages and in connection with transport damages the buyer shall deny to accept delivery. The buyer shall immediately give Primalux notice after the damage has been discovered. In connection with transport damages the buyer shall be liable to a new delivery but is not liable to any other kind of compensation. Shoud the buyer have accepted the delivery, the buyer is not entitled to claim any transport damages.
6.5 The buyer shall within ten days of receipt of a supply, carry out the necassary inspection to discover other defects than transport damages. The buyer shall without delay give Primalux notice after the defect has been discovered.
6.6 Any complaint must be submitted within six days of receipt of the supply, irrespective of whether the buyer has not been able to discover the defect at an earlier moment. In the event of a later complaint, Primalux shall not remedy the defect.
6.7 It shall not be Primalux´s responsibility that Primalux products have not been installed, used, connected in accordance with instructions and/or specifications of Primalux.
6.8 Primalux shall only be liable in connection with personal and material defects in accordance with law of product liability. If any third party raises a claim for product liability against the buyer, the buyer shall forthwith notify Primalux to this effect.
7. Payment
7.1 Unless otherwise agreed in the order confirmation, the purchase price shall be paid in cash.
7.2 Where the buyer fails to effect payment punctually, Primalux shall be entitled to charge interest as from the due date at the rate of 3% per month until payment is effected.
7.3 Until payment is fully and finally effected, Primalux holds the reservation of right of ownership in the ordered and/or delivered goods.
7.4 The buyer shall not be entitled to withhold any part of the purchase price.
8. Jurisdiction
8.1 Any disputes between the buyer and Primalux shall be settled in accordance with Danish law and by the ordinary courts with Copenhagen as the only jurisdiction.
