Terms & Conditions for KCTex Denmark Aps Orders
1.1 The general terms of sale and delivery mentioned below applies all offers, sale and supply, unless anything else has been agreed in writing.
1.2 In the event of disagreements between the individual terms of the parties, KCTex Denmark Aps’s general terms of sale and delivery shall prevail.
2. OFFERS AND SALE
2.1 All offers made in writing shall be binding for 5 days, so that the offer must be accepted by the buyer within 5 days from the date of the offer
2.2 However, all offers supplied out of our stock goods are subject to the goods being available with us until the acceptance of the buyer is received by KCTex Denmark Aps.
3.1 All prices shall be stated in Euro exclusive of VAT, and the buyer shall tolerate changes in price as a consequence of changes in duties, taxes, rates and dues etc. in the period between the date of offer and payment. Any change in the duties stated above will be imposed on the purchase price.
3.2 If sale has been agreed in another currency than Euro, KCTex Denmark Aps reserves the right to adjust the prices as a consequence of changes in the rates of exchange prior to payment in full.
3.3 If the delivery is made by successive deliveries, KCTex Denmark Aps reserves the right to change the prices in accordance with the above mentioned Clause 3.1 and 3.2 for each individual partial delivery, unless anything else has been agreed in writing. On that occasion KCTex Denmark Aps is entitled to
4. SALES MATERIAL
4.1 All information and data in KCTex Denmark Aps’s general sales material, price lists and the like cannot directly nor indirectly be considered to contain warranties and will only be binding as far as the agreement expressly refers to such information.
5.1 Payment is cash on delivery unless anything else has been agreed in writing or stated in the invoice.
5.2 After the due date for payment interest will accrue by 2% per month or fraction of a month together with compound interest.
5.3 In the event that delivery is impeded as a consequence of the conditions of the buyer, storage shall take place at the buyer’s risk and expense. Store rent shall be charged and the purchase price falls due for payment.
5.4 The buyer is not entitled to set off against the purchase price unless KCTex Denmark Aps recognizes the counterclaim in writing.
5.5 In the event that the solvency of the buyer is reduced considerably in KCTex Denmark Aps’s sole opinion after the offer was made, KCTex Denmark Aps is entitled to claim adequate security for the purchase price as a condition for carrying out of the order.
6. CONDITIONAL SALE
6.1 The sold goods remain KCTex Denmark Aps’s property until the purchase price has been paid to us in full by the buyer.
7.1 Agreed terms of delivery shall be interpreted in accordance with the lncoterms in force by the formation of contract. Delivery is Ex Works, unless anything else has been agreed in writing.
7.2 KCTex Denmark Aps reserves the right to make delivery by installments.
8. LIABILITY FOR DELAYS
8.1 KCTex Denmark Aps is not liable for operating loss, loss of profit or other financial losses, which the buyer or a third party has suffered as a consequence of delay.
8.2 Moreover KCTex Denmark Aps is not liable for delay, unless it can be proved that the delay can be ascribed to KCTex Denmark Aps or others, for whom KCTex Denmark Aps is liable, as negligent.
8.3 Delivery dates and terms are based on best judgement, but KCTex Denmark Aps reserves the right to postpone the term of delivery due to circumstances stated in Clause 13.0.
9. QUANTITY – QUALITY TOLERANCE
9.1 KCTex Denmark Aps reserves the right to deviations in quantity of up to 10% of the agreed quantity.
9.2 The properties, weight etc. of the sold goods may vary within a certain tolerance.
9.3 The sold goods are considered to be delivered according to the agreement if the values are within the usual tolerances of the line of business or if it corresponds to the special qualification specifications, which have been separately agreed in writing.
10. LIABILITY FOR DEFECTS
10.1 On delivery of the products, the buyer shall make a diligent check of the delivered goods before application and the buyer cannot claim any defects, which should have been revealed by the buyer during such check.
10.2 KCTex Denmark Aps is not liable for the buyer’s application of the sold goods.
10.3 KCTex Denmark Aps is not liable for operating loss, loss of profit or other financial losses, which the buyer or a third party has suffered as a consequence of defective goods.
10.4 KCTex Denmark Aps is entitled to replace the defective goods within a reasonable time.
10.5 In the event that replacement cannot take place, KCTex Denmark Aps reserves the right to grant a proportional reduction of the price without further claims from the buyer. Compensation/reduction can never exceed the purchase price of the total defective delivery.
11.1 In case of defects/delay, the buyer shall make a written complaint to KCTex Denmark Aps without any delay after delivery has been made.
11.2 The buyer loses the right to claim any defects of the products if complaint has not taken place before the earlier of 1) application of 20% of the delivery or 2) 3 months after delivery.
12. FORCE MAJEURE
12.1 KCTex Denmark Aps is not liable for entire or partial delay or nonperformance as a consequence of force majeure including war, riots, strike, lock-out, boycott, export prohibition and import prohibition, seizure and exchange controls, common shortage of goods, fire, natural disaster or similar circumstances, which KCTex Denmark Aps has not been able to avoid and which consequences KCTex Denmark Aps has not been able to prevent.
12.2 KCTex Denmark Aps shall inform the buyer of such circumstances without undue delay.
12.3 Each of the parties can cancel the agreement in writing without liability when performance has been made impracticable for more than 3 months due to force majeure.
13. RESTRAINT OF LIABILITY
13.1 KCTex Denmark Aps is not liable for operating loss, loss of profit or other indirect losses, which the buyer or a third party has suffered and regardless whether the liability is due to delay, defects liability or product liability. As far as the defects liability is concerned, the compensation cannot amount to
more than the purchase price, while the compensation Concerning delay can amount to a maximum of 7½ % of the purchase price.
14. RETENTION OF TITLE
14.1 The goods supplied shall remain the property of KCTex Denmark Aps until they are fully paid for.
14.2 KCTex Denmark Aps shall retain title to the goods it supplies until all outstanding payments arising from the business relationship have been received.
14.3 If the goods supplied are processed further, the buyer shall not obtain title to the fully or partly processed goods; any processing shall take place free of charge for KCTex Denmark Aps. If however, the retention of title should no longer apply owing to whatever circumstances, KCTex Denmark Aps and the
buyer hereby agree that title to the processed goods shall pass to KCTex Denmark Aps who shall accept this transfer of title. The buyer shall remain custodian of the goods free of charge. If goods are processed with goods which are still the property of third parties, KCTex Denmark Aps shall obtain joint title to the new goods. The extent of this joint title shall depend on the invoice value of the goods supplied by KCTex Denmark Aps in relation to the invoice value of the remaining goods.
14.4 The buyer hereby assigns any outstanding payment arising from the resale of the retained goods to KCTex Denmark Aps, even if the goods have been processed. If, in addition to KCTex Denmark Aps ‘s retained goods, the processed product contains only object which either belonged to the buyer or were
supplied under the so-called simple retention of title, the buyer shall assign the entire purchase price payment to KCTex Denmark Aps. In other cases, i.e. where a number of suppliers have rights of assignment in advance to the same goods, KCTex Denmark Aps shall be entitled to part of the payment corresponding to the invoice value of its retaining goods in relation to the invoice value of the other processed objects.
14.5 If requested to do so by the buyer, KCTex Denmark Aps shall, at its discretion, release securities to which it is entitled under the afore mentioned conditions where the realizable value of the securities exceeds the payments to be secured by more than 20%.
15. GOVERNING LAW AND VENUE
15.1 Any dispute between the parties shall be settled in accordance with Danish law, however, the international Sale of Goods Act (CISG) shall not apply and the venue is the City Court in Aarhus.
15.2 Retention of Title for Orders invoiced to German Purchases will be covered by German Law.