Terms and conditions
Unless otherwise stated in explicit written agreement, the following sales and delivery conditions exclusively apply as terms for all agreements with and deliveries from Wood Repair by Boegh Consult A/S (hereinafter referred to as WRBC), regardless of any conflicting or deviating provisions in the order or acceptance submitted by the buyer.
1. Offer, order, and acceptance
Buyer's orders and requests of any kind are only binding on WRBC when the buyer has received a written order confirmation from WRBC. Offers from WRBC that do not specify a particular acceptance deadline expire if corresponding acceptance from the buyer is not received by WRBC within four weeks from the date of the offer. Changes or additions to the original agreement are not binding on WRBC without written confirmation from WRBC.
2. WRBC's service
WRBC's service includes only what is stated in WRBC's offer/order confirmation, and on the terms stated below, WRBC undertakes to deliver a product of customary good quality in terms of material and workmanship. Information contained in catalogs, price lists, and other product information from WRBC is binding on WRBC only to the extent that the agreement with the buyer explicitly refers to such information. WRBC reserves the right to make changes to the information contained in the aforementioned material without notice. All drawings and technical documentation, all intellectual property rights, including software, and similar materials and information provided by WRBC to the buyer remain the property of WRBC. Therefore, the material may only be used in connection with the use and maintenance of the products supplied by WRBC and may not be copied, reproduced, transferred to, or otherwise handed over to unauthorized third parties by the buyer.
3.1. Unless otherwise expressly agreed, delivery takes place ex WRBC's warehouse (Incoterms 2010 "Ex Works"), whereby the buyer bears the risk of accidental events affecting the goods after delivery from the warehouse. To the extent that WRBC, according to a separate agreement with the buyer, assists in arranging the transport of the goods, this is done solely at the buyer's expense and risk. In the absence of any other written agreement between the parties, it is the buyer's responsibility to insure the goods from the time of delivery, including taking out any necessary transport insurance.
3.2. WRBC's order confirmation regarding delivery time always prevails.
3.3. The customer must immediately inspect the delivered goods from WRBC upon receipt so that any defects and deficiencies can be reported to WRBC immediately (see point 11).
Unless otherwise expressly agreed, the price applies ex warehouse, excluding transport, VAT, and other taxes.
5. Payment terms
Unless otherwise expressly agreed, payment must be made in accordance with the payment terms stated on the invoice and, in the absence of any other agreement, net cash. If payment is not made on time, default interest will be calculated at a rate of 1.2% per month. The buyer is not entitled to set off any counterclaims that have not been acknowledged in writing by WRBC and, therefore, does not have the right to withhold any part of the purchase amount due to such counterclaims.
Unless otherwise stated in WRBC's offer or order confirmation or the parties' agreement, the specified delivery time by WRBC is estimated to the best of WRBC's knowledge. If the specified delivery time is exceeded, the buyer may, by written notice to WRBC, demand delivery and set a reasonable deadline, which cannot be shorter than 3 weeks; however, a minimum of 6 weeks if the goods are specially manufactured for the buyer or goods that are not normally stocked by WRBC. If WRBC fails to deliver within this extended deadline, and this is not due to circumstances for which the buyer is responsible, the buyer may, by written notice to WRBC, cancel the agreement regarding the part of the relevant delivery that has not been delivered. If the goods are specially manufactured for the buyer or goods that are not normally stocked by WRBC, it is an additional condition for the buyer's right to cancel the agreement that the buyer provides evidence that the delay will significantly frustrate the buyer's purpose of the purchase if the buyer is required to accept the goods despite the delay. Furthermore, the buyer cannot make claims against WRBC due to delay.
7. Debtor's Default
If the buyer fails to collect the purchased goods after the delivery time has elapsed, WRBC, after giving written notice to the buyer to reaccept the goods, is entitled to sell to a third party and apply the proceeds to offset WRBC's outstanding amount with the buyer.
WRBC undertakes to remedy any documented defects in the goods delivered by WRBC, which are due to material and/or manufacturing defects, or to make a replacement delivery if the buyer has timely and properly complained about it in accordance with the provisions set forth in item 11 below, and within a period of 12 months from the date of WRBC's delivery to the buyer. WRBC is entitled to choose between remedy and replacement. The buyer is obliged to grant WRBC access to remedy at an agreed time when the purchased goods must be made available to WRBC. WRBC's liability for defects ceases if repairs are carried out on the purchased goods without WRBC's written approval or if the delivered goods are otherwise handled incorrectly, and the remedy has been initiated without prior written agreement with WRBC.
9. Product Liability
9.1. WRBC is responsible for product liability in accordance with applicable legislation. The coverage amount is a maximum of DKK 10,000,000 per year for product liability and coverage for ingredient damage/loss. Product liability does not cover transportation and recall costs and similar expenses.
9.2. WRBC is not liable for errors or damages caused by independent participating subcontractors.
9.3. It is clarified (also referring to item 10) that with regard to the above-mentioned product liability, WRBC is in no case liable for loss of production, lost profits, or other indirect losses.
9.4. WRBC is not liable if circumstances of an entirely extraordinary nature occur - force majeure (see item 13). (jf. punkt 13)
10. Generel disclaimer
10.1 WRBC cannot be held liable for delays and defects beyond what is stated in section 6 and section 8. If WRBC is held liable for damages resulting from the use of the delivered goods by the buyer, including resale, that exceeds WRBC's liability under this provision, the buyer is obligated to indemnify WRBC for such liability, and the buyer is also obligated to be sued at the court handling the claim against WRBC. Under no circumstances can WRBC be held liable for loss of business, lost profits, or any other indirect or consequential damages, including costs incurred in identifying or locating defective products or damages.
10.2 It is the buyer's responsibility to verify the suitability of our products for their intended processes and purposes. Our technical application advice, whether in words, pictures, or writing, is non-binding and does not relieve our customers from testing our products themselves to ensure their suitability for the intended processes and purposes. Claims for compensation on this basis are excluded.
11. Complaints and duty to inspect
The buyer is obligated to thoroughly inspect whether the goods delivered by WRBC conform to the purchase agreement upon delivery of WRBC's performance. The buyer must immediately notify any defects discovered during this inspection, and the buyer cannot later claim defects that could have been discovered through such inspection. In the event that the delivered goods have hidden defects, the buyer is obliged to report them immediately after the defects are or should have been discovered. Otherwise, the buyer is precluded from asserting the defect. All complaints must be notified in writing, and the buyer must provide the invoice number and date of delivery, as well as specify the type and, if applicable, the production/serial number of the defective product. The complaint must also include a description of the extent and nature of the defect. WRBC has the right to inspect the damages at the site and examine the defective product before determining whether the defect is covered by WRBC's obligation to remedy or replace. If the buyer fails to comply with the rules set forth in this provision, the buyer forfeits their remedies for breach.
12. Return of goods
Goods will only be accepted for return by prior written agreement with WRBC. Goods that are specifically made for the buyer or are not normally stocked by WRBC will under no circumstances be accepted for return.
13. Force majeure
WRBC is entitled to cancel orders or postpone agreed deliveries of goods and is otherwise exempt from liability for any missing, defective, or delayed delivery that wholly or partially lies beyond WRBC's reasonable control, such as rebellion, war, riots, civil unrest, terrorism, government intervention or intervention by local authorities, fire, strike, lockout, export and/or import bans, insufficient or defective deliveries from subcontractors, labor shortages, fuel or power shortages, scarcity of goods, illness, accidents in production or testing, or lack of energy supply. All of the buyer's powers are suspended or extinguished in such cases. In the event of cancellation or postponed implementation, the buyer cannot claim compensation or assert any other claims against WRBC.
14. Retention of title
WRBC reserves ownership of the sold goods until the entire purchase price, plus interest and any costs, is paid. The buyer is not authorized to take actions that impair WRBC's retention of title.
15. Jurisdiction and governing law
15.1 Any disputes between the parties shall be resolved under Danish law and may only be brought before Danish courts, with the Court of Aalborg as the first instance. However, WRBC shall be entitled to request that a dispute be settled by arbitration in accordance with the rules of the Danish Arbitration Institute.
15.2. In the case of transactions with customers located outside the borders of Denmark, the International Sale of Goods Act (CISG), Law No. 733 of December 7, 1988, does not apply.
15.3 Notwithstanding section 15.1, WRBC may always choose to bring a lawsuit at the buyer's place of residence and may choose the application of the buyer's national law.
For questions, please contact Susanne Bøgh at email email@example.com