Unless otherwise agreed in writing the following conditions of sale and delivery are the only conditions valid for any agreement with and/or delivery from Wood Repair by Boegh Consult A/S (hereinafter called WRBC). All terms and conditions endorsed on, delivered with, or referred to in any purchase order submitted by the Customer are expressly excluded.
1. Quotation, order and acceptance
No order submitted by the Customer to WRBC is binding on WRBC unless and until it is accepted by WRBC. A quotation or estimate issued by WRBC without a specific time limit for acceptance will expire in the event that acceptance from the Customer is not passed in writing to WRBC within 4 weeks of the date of the quotation. No change or amendment to an original agreement is binding on WRBC without written acceptance from WRBC.
2. WRBC’s services
WRBC’s services rendered only include the products stated in WRBC’s quotation/order confirmation. WRBC commits to deliver a product of usual good quality (both material and manufacture) at the below mentioned terms.
Information in catalogues, price lists and other product information from WRBC are only binding for WRBC if such information is included in the quotation/order confirmation to the Customer. Furthermore, WRBC reserves the right to change information in the present material.
All drawings and technical documentation, all immaterial rights, including software, similar material and information that are given to the Customer by WRBC will remain the property of WRBC. The Customer may only use such material in connection with the use and maintenance of the products delivered by WRBC and is not allowed to copy, reproduce, pass on to third party such information.
3.1. Unless otherwise agreed in writing delivery of the goods takes place at WRBC’s Warehouse, Denmark (Incoterms 2010 ”Ex Works”), and the Customer will carry all risk for the products as soon as they have left WRBC’s warehouse. If WRBC has agreed to arrange transport of the products to the Customer this alone will be done for the Customer’s account and risk. If nothing else has been agreed in writing between WRBC and the Customer the Customer will arrange transport insurance of the products from the time where the products leave WRBC’s warehouse.
3.2. Only the delivery date stated in WRBC’s order confirmation is valid.
3.3. The Customer must examine the goods delivered by WRBC immediately upon receipt in order to immediately report any mistake, shortage or defect to WRBC (see Paragraph 11)
Unless otherwise stated in writing by WRBC the sales price is quoted ex WRBC’s Warehouse, Denmark, exclusive of Value Added Tax and other Taxes.
5. Terms of payment
Unless clearly agreed otherwise in writing, payment are due according to the terms of payment stated in the invoice or net cash if no terms of payment are stated in the invoice. In the event that payment is not made punctual late payment interest of 1.2% per month will be charged.
The Customer is not entitled to set off any claim unless previously agreed in writing by WRBC and the Customer is not entitled to withhold any part of the purchase price referring to such claim.
Unless otherwise stated in WRBC’s written quotation/order confirmation or written agreement between both parties, the date of delivery stated is given to the best of WRBC’s knowledge. In the event such delivery date is exceeded the Customer is entitled to make written claim of new delivery date to WRBC, such new delivery date not to be less than 3 weeks of the date of the claim for standard products and 6 weeks for customised products. In the event that WRBC cannot comply with this new delivery date and this is due to circumstances for which the Customer is not responsible, the Customer is entitled to cancel in writing the part of the order not yet delivered. In the event of customised products it is furthermore a condition for the Customers entitlement to cancel the order that the Customer sends written proof to WRBC that the delay has the consequence that the Customer can no longer use the product due to such delay. The Customer is not entitled to any further claims against WRBC due to a delay.
7. Claimant’s default
In the event that the Customer does not collect the products at the agreed delivery date and WRBC has requested the Customer in writing to collect the products, WRBC is entitled to sell the products to third party and set off the amount gained against the outstanding due by the Customer to WRBC.
WRBC is obliged to correct/repair any documented shortage/defect on the product delivered by WRBC that are due to faulty material and/or manufacture or to make replacement provided that the Customer has made written claim in due time (see Paragraph 11) and not later than 12 months of the date of delivery from WRBC to the Customer.
WRBC is entitled to choose between correction, repair or replacement of the product. The Customer is obliged to give WRBC access to the purchased products at an agreed time and date.
WRBC deficiency responsibility lapses in the event that 1) repairs have been made on the purchased goods without WRBC’s prior written consent, 2) the purchased goods are handled incorrectly and a replacement has been initiated without WRBC’ prior written consent.
9. Product Liability
9.1. WRBC has product liability insurance according to current legislation. Maximum yearly coverage is DKK 10.000.000 for product liability and coverage of ingredients damage/- loss. The Product liability does not include transport, recall costs etc.
9.2. WRBC is not responsible for defects or damage caused by independent contributory sub-suppliers.
9.3. Referring also to paragraph 10 it is specified that WRBC is not liable for any claims for loss of production, loss of profit or any other direct or indirect loss.
9.4. WRBC is not liable in case of extraordinary circumstances – force majeure. (Paragraph 13)
10. General Renunciation of Responsibility
WRBC is only responsible for delays, shortages and defects mentioned in Paragraph 6 and 8. In the event that claims that exceeds the terms of this Paragraph are made against WRBC for the Customer’s use of the products delivered, including in the event of resale, the Customer is obliged to exempt WRBC from this responsibility. Furthermore, the Customer is obliged to accept a lawsuit at the Court of Law dealing with the claim against WRBC.
In no circumstances is WRBC liable for any loss of production, loss of profit or other indirect loss or consistency loss, including costs for inspection or location of defective products or damage.
11. Claim and inspection
On the date of delivery from WRBC the Customer is obliged to carefully inspect the products to ensure that they are in accordance with the purchase order. The Customer is obliged to immediately claim any shortage noticed at this inspection and the Customer cannot claim such shortage at a later date if the shortage could have been noticed at such inspection. In the event that the product delivered has a latent defect the Customer is obliged to claim such defect immediately upon notice or should have been noticed. Failing that the Customer cannot claim such shortage at a later date. Any claim must be made in writing and the Customer shall inform WRBC of the invoice number and delivery date of the product as well as type and production-/serial number, if any, of the defective product. Furthermore, the claim shall include a report of the shortage/defect of the product. WRBC is entitled to investigate the damage/defects at the place of delivery and to investigate the defective product before WRBC takes a position to the claim including if the claim is covered by WRBC’s obligation to repair or replace. In the event that the Customer does not comply with the rules of this Paragraph the Customer will lose his right to claim breach of contract.
12. Return of products
Products may only be returned with prior written consent from WRBC. Customised products that are not in WRBC’s standard line of products may not be returned.
13. Force majeure
WRBC is entitled to cancel orders or delay promised deliveries of products and is not liable for any missing, faulty og delayed delivery which it fully or partly out of WRBC’s reasonable control such as riot, war, civil disorder, terrorism, government regulation, local authority regulation, fire, strike, lockout, export- or import prohibition, lack of or faulty deliveries from sub-suppliers, lack of work force, electricity, scarcity of goods, illness, accident in production or testing. In these events all Customers’ rights will be suspended or annulled. In the event of cancellation or delayed delivery the Customer cannot claim any compensation from WRBC or make any claim against WRBC.
Title to and property in all goods supplied shall remain vested in WRBC until the price of the goods and/or services comprised in this contract and all other money owing from the Customer to WRBC has been paid or satisfied in full. The Customer is unauthorized to make any dispositions that reduce WRBC’s title to the goods.
15.1 All disputes and disagreements between the parties shall be governed by Danish Law and can only be submitted to the Danish Courts with Aalborg as 1st priority.
WRBC is entitled to claim that such dispute may instead be submitted to the Danish Institute of Arbitration in accordance with its procedural rules.
15.2. For any trade with customers outside Denmark Law no. 733 dated 07.12.1988 about the International Law of Bargain is not in use (CISG).
15.3 Notwithstanding Paragraph 15.1 WRBC may always choose to submit a dispute to a Court of Law in the Customer’s country, as well as choose that the International Law of Bargain (CISG) shall apply.