Sales and delivery terms

1. General

 

These terms and conditions of sale and delivery ("the Terms") apply to any delivery from Induflex, unless otherwise expressly agreed in writing by Induflex. In the event of any discrepancy between these Terms and the buyer's terms and conditions of any kind, these Terms shall prevail over the buyer's terms and conditions.

 

To the extent that Induflex provides guidance to the buyer in connection with the purchase of products, such guidance shall not constiture advice giving rise to any advisory liability on the part of Induflex.

 

All offers are likewise made in accordance with these Terms.

 

2. Offers and price estimates

 

Written offers from Induflex shall, unless otherwise agreed in writing, be valid for 14 days from the date of the offer. The buyer's written acceptance of the offer must be received by Induflex before the expiry of the acceptance period.

 

Any price estimates provided are for guidance only and are not binding on Induflex, regardless of the extent to which the final price may deviate from the estimate.

 

Reservations are made for typographical errors, calculation errors and any price adjustments if the scope of the assignment changes due to circumstances attributable to the buyer.

 

3. Prices

 

Agreed prices are exclusive of VAT applicable at any time, other duties and any imposed special taxes. Induflex reserves the right to increase prices as a result of external cost increases, including increases in taxes and duties over which Induflex has no control.

 

The buyer is obliged, until delivery, to accept price changes resulting from any significant increases in material prices.

 

All sales are made at the prices applicable on the date of delivery.

 

Where special models, moulds or other tools are required for the manufacture of the ordered good, the buyer shall pay a proportionate share of the costs of their manufacture. Unless otherwise agreed between the parties, such models, moulds or other tools shall remain the property of Induflex, cf. clause 15.

 

4. Prices and payment

 

Payment terms are 14 days net - or as otherwise agreed.

 

In the event of lay payment, a reminder fee of DKK 100.00 (approx. 13,38 euro) per reminder shall be charged, a compensation fee of DKK 310 (approx. 41,49 euro), as well as interest at 1% per commenced month calculated from the due date.

 

5. Quantities

 

Induflex reserves the right to deliver and invoice the ordered quantity with a variance of +/- 10%.

 

6. Pre-production samples

 

If, prior to delivery, the buyer has received a pre-production sample of the product covered by the agreement, and the buyer approves this sample without reservation, the buyer shall be precluded from lodging complaints regarding defects in the delivered good, provided that the delivered goods are in the same condition as the approved sample.

 

7. Delivery

 

Delivery shall be made "Ex Works", meaning that Induflex makes the product available at a specified location, after which all costs and risks associated with delivery shall be borne by the buyer.

 

Packaging shall be charged seperately unless otherwise specifically agreed.

 

8. Delay

 

The delivery time shall be stated in the offer or order confirmation.

 

If a delay in delivery is due to circumstances as described in clause 10 below, or is caused by the buyer's acts or omissions, the delivery time shall be extended to the extent deemed reasonable under the circumstances. This shall also apply even if the cause of the delay arises after the expiry of the originally agreed delivery time.

 

If the delivery time is exceeded by more than 30 days, the buyer may, by written notice to Induflex, demand delivery and set a final reasonable deadline, which may not be shorter than 2 weeks. Only when it has been established that Induflex has failed to deliver within the deadline set by the buyer may the buyer terminate the agreement.

 

Termination shall be the buyer's sole remedy for breach and must be effected in writing. The buyer may not assert any claim for damages against Induflex in the event of delayed or non-delivery.

 

Under no circumstances shall Induflex be liable for operating losses, loss of time, loss of profit or any other indirect loss. Induflex's liability for damages shall in any event never exceed the purchase price (the invoiced amount).

 

Where delivery in instalments has been agreed, each delivery shall be considered an independent delivery. Consequently, the buyer shall not be entitled, in the event of delay in a partial delivery, to terminate the agreement with regard to the remaining deliveries.

 

9. Defects

 

The buyer must immediately upon receipt, and before the delivery is put into use, inspect the delivery and ensure that it is free from defects. Complaints regarding defects must be submitted in writing to Induflex and must be made immediately after the defect has been discovered or should have been discovered, and no later than 8 days after delivery. The buyer's complaint must include a description of the defect, including its nature and extent.

 

The buyer is obliged to ensure that Induflex's products are suitable for the buyer's intended purpose. It is a condition for the buyer's right to complain and to maintain the buyer's remedies for breach that the buyer handles, stores, uses and maintains the delivery properly and in accordance with Induflex's instructions, including storage in original packaging, under suitable climatic conditions, at appropriate temperatures and humidity levels, and free from other influences.

 

Conditions relating to the delivery that are caused by the buyer's improper handling, storage, use, lack of maintenance or modifications to the delivery do no constitute defects, and the buyer may not invoke remedies for defects in respect of such conditions.

 

Induflex's liability shall only cover defects in respect of which the buyer submits a written complaint without undue delay, cf. above, and in any event only defects for which the buyer has submitted a written complaint to Induflex no later than 1 year from delivery. The buyer shall forfeit all remedies for defects if the above complaint deadlines are exceeded.

 

If the buyer identifies a fault or defect in the delivered goods for which Induflex is responsible, Induflex shall always be entitled to remedy the defect. The buyer is obliged to allow such remedy, and the buyer shall be precluded from asserting other remedies for breach if the defect is remedied.

 

Remedy of the defect shall take place no later than 30 days after the buyer'a complaint. If the defect has not been remedied within 30 days after the complaint, the buyer must notify Induflex in writing of a final deadline for remedy, which may not be shorter than 14 calender days. If the remedy has not been effected before the expiry of the set deadline, the buyer may, provided that the defect is material, terminate the agreement and demand repayment of the purchase price.

 

Under no circumstances shall Induflex be liable for indirect losses, including, inter alia, operating losses, loss of time, loss of profit, other consequential financial losses or other indirect losses. Costs of labour and expenses in connection with replacement of the item subject to complaint shall not be covered. Induflex's liability for damages shall in any event never exceed the purchase price (the invoiced amount).

 

Where delivery in instalments has been agreed, each delivery shall be considered an independent delivery. Consequently, the buyer shall not be entitled, in the event of defects in a partial delivery, to terminate the agreement with regard to the remaining deliveries.

 

10. Liability for damages

 

Under no circumstances shall Induflex be liable for operating losses, loss of time, loss of profit or other indirect losses.

 

Induflex's liability for damages shall in any event never exceed the invoiced amount for the sold goods. This shall not apply, however, in cases of product liability (see further in clause 13).

 

11. Force majeure

 

Induflex shall not be liable for failure to fulfil delivery obligations is such failure is due to circumstances beyond Induflex's control as a result of force majeure. Force majeure shall include, inter alia, natural disasters, war, civil unrest, mobilisation, failure of raw material supplies, transport disruptions, import and export bans, currency restrictions or any other event that hinders or restricts normal production, lockouts, strikes, fire or damage to Induflex's production facilities.

 

Force majeure affecting a subcontractor engaged by Induflex shall, in the relationship between the buyer and Induflex, have the same liability-exempting effect as if the force majeure had occured at Induflex itself.

 

In the event of force majeure, Induflex may choose either to terminate the transaction or parts thereof, or to deliver as soon as the obstacles to normal delivery have ceased.

 

12. Returned Goods

 

If Induflex has accepted a delivery as being defective, the return of such delivery shall be at Induflex's expense, provided that the buyer complies with Induflex's instructions regarding packaging and shipment. It is the buyer's duty to ensure proper packaging and packing.

 

When returning the delivery, the same method of shipment shall be used as that used by Induflex when dispatching the goods to the buyer. If the return is not carried out in accordance with Induflex's instructions and the delivery is damaged as a result, the buyer shall not be entitled to assert either the original or subsequent defects.

 

13. Product liability

 

Induflex shall only be liable for personal injury to the extent required by mandatory provisions of the Danish Product Liability Act and the product liability principles developed in case law. Induflex shall not be liable for damage to real property or movable property, products manufactured or processed by the buyer, or products into which such products are incorporated.

 

To the extent that Induflex may be held liable for product liability towards a third party, the buyer shall be obliged to indemnify Induflex to the same extent as Induflex's liability is limited under this clause.

 

This limitation shall not apply if gross negligence on the part of Induflex is established.

 

Under no circumstances shall Induflex be liable for operating losses, loss of time, loss of profit or other indirect losses.

 

14. Retention of title

 

The delivered goods shall remain the property of Induflex until the seller has received full payment for the delivered goods.

 

15. Intellectual property rights

 

Sketches, drawings, prototypes and other forms of development/design wholly or partially developed by Induflex shall remain the property of Induflex and may not be disclosed or transferred to third parties without Induflex's written consent.

 

Drawings and samples prepared by Induflex may contain confidential information and may not be disclosed to third parties without prior agreemenent or written consent.

 

Induflex assumes no responsibility for third-party rights where the buyer supplies drawings or similar material to Induflex.

 

To the extent that Induflex is met with a claim from a third party for infringement of such party's rights, the buyer shall be obliged to indemnify Induflex against any liability.

 

16. Venue and applicable law

 

Any dispute between the parties shall be settled by the ordinary courts, with the District Court of Aalborg as the court of first instance. The parties' agreement shall be governed by Danish Law.

 

The Convention on international choice of law shall not apply.

 

17. Processing of personal data

 

Induflex processes personal data in proper accordance with the General Data Protection Regulation and the law. Induflex processes alone common personal data including name, e-mail, phone number etc. on contacts with the Buyer.

 

The processing is in relation to the Buyer’s order and regularly communication with the Buyer.

 

Reference is otherwise made to Induflex’s Personal Data Policy. The Personal Data Policy is regularly updated. Find the current version here.