Sales and Delivery Terms

General Sales and Delivery Terms

Purchase Agreement, Danish Machinery Dealers Association, February 2012.

1. Basis of Agreement
   • These general sales and delivery terms (February 2012) apply to all purchase agreements unless otherwise agreed in writing.
   • This purchase agreement is made between the Seller, who is a member of the Danish Machinery Dealers Association (Seller), and a commercial Buyer (Buyer).
   • If the Buyer disagrees with the content of the purchase agreement, they must raise an objection no later than 5 business days after the conclusion of the purchase agreement, but not later than at the time of delivery.
   • Subsequent agreements are only binding if they are approved in writing by both parties. If the purchase agreement deviates from the wording of the order confirmation, the purchase agreement will take precedence over the order confirmation.

2. Prices
   • Prices for items that are not to be delivered immediately are agreed subject to any changes in public duties, customs tariffs, exchange rates, etc., prior to delivery.
   • If such changes occur, the Seller is entitled to adjust the purchase price accordingly.
   • If the Buyer is charged a price increase exceeding 5% of the agreed price, the Buyer may choose to cancel the transaction by notifying the Seller within 3 days after the Buyer receives notice of the changed price.

3. Delivery and Risk
   • Unless otherwise agreed between the parties, delivery will be made from the Seller’s business address.
   • If it is agreed that the Seller will ship the goods, the Buyer will bear all costs related to freight, shipping, and any insurance. The Buyer bears the risk of accidental destruction or deterioration of the goods when they leave the Seller’s business address.
   • The Buyer is obligated to take delivery of the purchased items within 6 days after they have been notified as ready for pickup by the Seller.
   • If delivery is delayed due to the Buyer’s circumstances beyond the agreed delivery time, the Seller has the right to concentrate the delivery and notify the Buyer accordingly. The Seller is then entitled to issue an invoice, even if the Buyer has not picked up the goods as agreed.

4. Seller’s Responsibility in Case of Delay
   • Unless otherwise explicitly stated in the agreement, the delivery date provided by the Seller is approximate. The Seller may change the delivery time in case of any changes to or additions to the order.
   • Any delays do not entitle the Buyer to cancel the transaction unless the delay exceeds 60 days.
   • The Buyer may not claim compensation for loss of operation, loss of time, loss of profit, or any other indirect loss due to the Seller’s delay or the Buyer’s own termination of the agreement, unless the Buyer can prove that the delay was caused by gross negligence on the Seller’s part.
   • The Seller shall not be liable for compensation exceeding DKK 100,000 in total for delays per purchase agreement.
   • If a delay or impossibility of delivery occurs due to circumstances, including, but not limited to, strikes, lockouts, fire damage, lack of transport means, defects in or delays in services from subcontractors that cannot be attributed to the Seller and were unknown to the Seller at the time of the purchase agreement, the Seller is not responsible for any direct or indirect loss incurred by the Buyer.
   • Delay due to reasons mentioned in Section 4.5 only entitles the Buyer to cancel the contract if the goods have not been delivered no later than 8 days before the relevant Buyer’s season for using the purchased goods.
   • The Seller’s delivery obligation is suspended during the period the delivery impediment lasts, as per Section 4.5, and the Seller has the right to cancel the purchase if the impediment lasts for more than 60 days, without this entitling the Buyer to claim compensation of any kind.

5. Service, Complaints, and Defects
   • The Buyer is obliged to carefully observe the instructions in the Seller’s documentation materials, including brochures, guides, or any other written or oral information from the Seller regarding the use and maintenance of the purchased items.
   • The Buyer must, upon receipt, and before using, adjusting, or processing the purchased item, check whether it meets the agreed quality and quantity and inspect for any defects.
   • If the Buyer finds that the purchased item does not comply with the agreement, the Buyer must immediately make a written complaint to the Seller, describing the defect. Complaints regarding defects must be received by the Seller no later than 14 days after the defect has been or should have been discovered by the Buyer.
   • For the purchase of new goods, including machinery, electrical systems, tires, and hoses, any claims for defects, regardless of type, must be made within 12 months from the delivery date. For the sale of new spare parts, claims must be made within 6 months from the delivery date, unless otherwise agreed in writing. For seasonal machinery delivered outside of the machine’s relevant season, the deadline will start from the beginning of the following season.
   • For new goods, the Seller will replace defective parts due to material, assembly, or manufacturing defects within the 12-month period. Replacement will not take place if the defect is due to the Buyer not following the Seller’s instructions, as outlined in Section 5.1, if the replacement is requested due to normal wear, if non-original parts or parts not specified by the Seller have been used, or if the repair was done by unauthorized workshops.
   • Costs related to justified complaints will be borne by the Seller. However, the Seller is not obliged to cover installation costs in cases where installation can normally be performed by the Buyer. If the Buyer has had additional equipment installed after delivery, the Buyer will bear any extra costs incurred in connection with the defect resolution. The Seller reserves the right to invoice the Buyer for costs related to unjustified complaints.
   • If defects that can be claimed against the Seller are proven, the Seller, at its discretion, is entitled and obligated to either replace the goods, remedy the defect, or provide the Buyer with a proportional discount on the agreed purchase price within a reasonable time.
   • The Buyer cannot claim compensation for loss of operation, loss of time, loss of profit, or any other indirect loss due to defects in the purchased goods or the Buyer’s own termination of the agreement, unless the Buyer can document that the defect is due to gross negligence on the Seller’s part.
   • The Seller shall not be liable for compensation exceeding DKK 100,000 in total for defects per purchase agreement.
   • If the Seller enters into negotiations with the Buyer in an attempt to find an amicable solution to a complaint, it does not imply that the Seller has acknowledged the complaint. The Seller is still entitled to enforce the agreed complaint deadlines and liability limitations against the Buyer.

6. Used Machines/Trade-in Machines
   • In the sale or trade-in of used goods, including machinery, spare parts, etc., these are sold as-is without any liability or right of complaint, subject to the provisions below.
   • If the selling party has neglected their duty of providing accurate information or if the machine, etc., is in significantly worse condition than could be expected considering the price and circumstances, Section 6.1 does not apply.
   • In the sale or trade-in of used machines, the Buyer has the right to complain about defects for a maximum of 4 months after delivery.
   • Unless otherwise agreed, the Buyer guarantees the mileage/hour meter reading, the year of manufacture, and that the machine is free of encumbrances unless otherwise agreed in writing.

7. Payment
   • Payment is due in cash upon delivery, unless otherwise agreed in writing.
   • If the agreed payment deadline is exceeded, the Buyer must pay a late fee of 2% per month for each commenced month from the delivery date until payment is made, as well as a fee of DKK 300 for each written reminder about payment.
   • The Seller reserves the right to apply the Buyer’s payments to any interest and costs incurred by the Buyer, insurance premiums, and any repair and spare parts costs associated with the purchased items. If payments are applied in this manner, it does not constitute a breach of the Buyer’s obligations, and the agreed installment plan will be extended accordingly in accordance with the Credit Agreement Act, Section 28(3).

8. Credit Purchases, Retention of Title, and Insurance Obligations
   • The Seller retains ownership of the sold goods until full, valid payment of the purchase price, interest, costs, etc., has been made.
   • If the purchase is made on credit, the Buyer must, before delivery, sign a purchase agreement, insurance request, etc., upon the Seller’s request. The Buyer must obtain the necessary liability, comprehensive, and fire insurance and must provide documentation of compliance upon request by presenting policies and receipts for paid premiums. The Buyer must ensure that the Seller is listed as a beneficiary in any insurance coverage until the purchase price has been fully paid. The insurance coverage will be used for the prior settlement of the Seller’s outstanding claims if not used for the repair of the purchased item.
   • The Buyer must maintain the purchased item in good and proper condition and must allow the Seller access to inspect the purchased item.
   • The Buyer is not authorized to sell, pledge, or otherwise dispose of the purchased item in such a way that third parties obtain rights to it. If the purchased item is rented or loaned, the Buyer is obligated to take out the necessary extended insurance as outlined in Section 8.2.
   • The Buyer may not, without prior written consent from the Seller, have the purchased item repaired by others unless the repair is paid for in cash.
   • The Buyer must notify the Seller immediately in the event of a permanent address change.

9. Product Liability
   • The Seller’s liability for damage to property is limited to DKK 2 million, unless otherwise agreed in writing.
   • It is agreed between the Buyer and Seller that the Seller can never be held liable for product liability beyond the rules of the Product Liability Directive.
   • The Seller is only liable for damage if the Seller has acted with gross negligence.
   • Notwithstanding Sections 9.1 to 9.3, the Seller is in no case liable for indirect losses, including loss of assets, loss of operation, loss of profit, loss of time, etc., unless the Buyer can demonstrate that the loss is due to gross negligence on the Seller’s part.
   • If the Seller is held liable by a third party due to the Buyer’s use, modification, alteration, scrapping, disposal, sale, loan, lease, or any other form of disposal of the sold machine, the Buyer is obligated to indemnify the Seller to the extent that the liability exceeds the limits specified in Sections 9.1 to 9.4.
   • Both the Buyer and the Seller are obligated to allow themselves to be sued in the same forum that handles any product liability case against the other party.

10. Disputes
    10.1 Disputes regarding or in connection with this agreement will be settled according to Danish law through a lawsuit at the district court in the Seller’s jurisdiction.