1. VALIDITY
1.1
These present terms of sale and delivery apply to all offers, sale and deliveries between Wanzl Nordic A/S (in the following called Wanzl Nordic) and Wanzl Nordic’s customer (in the following called the Customer).
1.2
Agreements with such changes in the terms of sale and delivery as may arise are only valid if the changes are approved and confirmed in writing by Wanzl Nordic.
2. PRICES
2.1
All prices are exclusive of VAT. Until delivery, Wanzl Nordic shall be entitled to change the price as a consequence of changes in exchange rates, customs duties, direct and indirect taxes etc. pertaining to the agreed delivery.
2.2
If the items sold are covered by a price list used by Wanzl Nordic, the price is set on the basis of the price list applying on the day of order confirmation.
2.3
For urgent and minor deliveries, Wanzl Nordic will charge a fee according to the price list in force from time to time. For other fees and surcharges, reference is made to Wanzl Nordic’s price list applying at any time.
3. OFFERS
3.1
All offers are made subject to goods unsold, cf. clause 4. If Wanzl Nordic makes an offer not stating a specific time stipulated for acceptance, the offer shall lapse, if acceptance has not reached Wanzl Nordic one month from the date of the offer at the latest.
4. GOODS UNSOLD
4.1
Until acceptance on the part of the Customer has reached Wanzl Nordic, Wanzl Nordic shall be entitled to enter into an agreement with a third party concerning the items offered, with the effect that the offer to the Customer will lapse without further notice.
5. INITIAL COSTS
5.1
The customer shall pay initial costs, including costs for design and design engineering as well as delivered products and tools needed for production of specially developed products.
5.2
Products are invoiced upon delivery, and tools for production of specially developed products are invoiced together with the first delivery of the product for which the tools are used. Other costs covered by clause 5.1. are invoiced on a continuous basis. The terms of payment are the same as the general terms of payment applying between the Customer and Wanzl Nordic.
5.3
Tools are stored at Wanzl Nordic and cannot be handed over for production at the Customer or at any other manufacturer, whether or not the Customer has paid for such tools wholly or in part, as the tools are the property of Wanzl Nordic. Wanzl Nordic normally maintains tools free of charge for the Customer. Tools are stored and maintained for a maximum period of 4 years after the most recent date of delivery of the product for which the tool has been designed.
6. DELIVERY
6.1
Wanzl Nordic shall confirm all orders by forwarding an order confirmation to the Customer. The Customer shall check that the order confirmation is in accordance with the delivery he wants. If this is not the case, the Customer shall notify Wanzl Nordic hereof within two working days after receipt of the order confirmation. Wanzl Nordic will then after such correction of the order confirmation as may be necessary forward a new order confirmation.
6.2
Delivery can be agreed to take place at a certain date or within a certain time from the time when the agreement was entered into. It is a precondition for Wanzl Nordic’s compliance with the delivery time that all information needed for the execution of the order at the time of the agreement has come to Wanzl Nordic’s knowledge.
6.3
If delivery does not take place within the delivery time, the Customer shall solely be entitled to by written information to Wanzl Nordic to demand delivery and set a reasonable grace period and thereby indicate that the Customer intends to annul the agreement if delivery does not take place within this set grace period. If delivery has not taken place within the grace period thus set by the Customer, the Customer shall be entitled to annul the agreement by written notification to Wanzl Nordic.
6.4
If the Customer annuls the agreement in accordance with clause 6.3, the Customer shall be entitled to demand compensation for the costs incurred by the Customer from acquiring similar deliveries from other sources. Apart from this, the Customer shall not be entitled to any other compensation pertaining to the delay. Wanzl Nordic shall thus not bear any liability for the delay, including any loss which the delay may have caused, such as consequential loss, profit loss and other direct as well as indirect financial losses.
6.5
If delay in delivery is caused by Wanzl Nordic being in a situation as described in clause 12.3, the delivery time shall be postponed by the duration of the obstacle, both parties still being entitled to annul the agreement free from liability when the obstacle has lasted for more than 3 months. This stipulation shall apply irrespective of whether the cause of delay occurs before or after expiry of the agreed delivery time.
6.6
Wanzl Nordic may offer to store products in a customer warehouse against payment and to enter into a warehouse agreement. Wanzl Nordic is entitled to use internal as well as external warehouse facilities. Warehouse costs are informed separately. At the time of making a warehouse agreement, an agreement is drafted in writing stipulating when the Customer must take delivery of any remainder stock, and how warehouse costs and insurance of the products stored are to be invoiced. Despite invoicing the Customer for the products supplied, Wanzl Nordic bears the liability and risk for the products stored until delivery has been effected by Wanzl Nordic, after which time the Customer takes over the liability and risk for the products.
6.7
The terms of delivery are DAP (Incoterms 2010), always provided that the Customer is invoiced for the actual costs of insurance and freight to the specified destination. Any damage to the consignment occurring during the transport must immediately and without undue delay upon receipt be reported to Wanzl Nordic and specified in the consignment note.
6.8
Delivered products are only returnable prior to separate agreement.
7. SHIPMENT
7.1
All shipments carried out by Wanzl Nordic by truck are conditional upon the unloading places being accessible by passable roads.
7.2
The Customer is responsible for prompt unloading. Any waiting time is for the Customer’s account.
8. PACKAGING
8.1
Packaging is carried out at the Customer’s expense, unless it is explicitly stated that packaging is included in the price. Pallets are delivered at the Customer’s expense, alternatively free of charge, upon receipt of similar packaging in exchange.
8.2
The packaging is only returnable prior to separate agreement.
9. PAYMENT
9.1
The terms of payment are net cash counting from the invoice date. Payment shall be effected no later than on the day stated on the invoice as the final day for payment. If no such date is stated, payment shall take place in cash on delivery.
9.2
If the delivery is postponed due to the Customer’s affairs, the Customer is, unless informed otherwise by Wanzl Nordic in writing, obliged to execute any payment to Wanzl Nordic as if delivery had taken place at the agreed time.
9.3
If payment takes place after the due date, the Customer is obliged to pay default interest of 1.5% on the overdue amount charged per month or fraction of a month, to which shall be added reminder fees, compensation payment and collection fees in accordance with applicable legislation.
9.4
The Customer shall not be entitled to offset any counterclaim against Wanzl Nordic which has not been accepted in writing by Wanzl Nordic, nor is the Customer entitled to withhold any part of the purchase amount due to counterclaims, irrespective of the nature of such counterclaims.
10. RETENTION OF TITLE
10.1
Wanzl Nordic shall, subject to the restrictions imposed by mandatory rules of law, retain the title to the goods sold, until the full purchase price with addition of any expenses accrued has been paid.
11. DEFECTS AND CLAIM
11.1
Immediately upon delivery, the Customer shall perform such inspection of the products sold as generally accepted business practice requires.
11.2
If the Customer wants to claim a defect, the Customer must immediately after the defect has been or should have been detected and no later than 5 days after receipt, notify Wanzl Nordic of this in writing and state the nature of the defect. If the Customer has or should have detected the defect and does not make a claim as stated above, the Customer cannot later make claims on account of the said defect. If it turns out that no defect exists for which Wanzl Nordic is liable, Wanzl Nordic is entitled to compensation for the costs unduly incurred by Wanzl Nordic as a result of the claim.
11.3
At Wanzl Nordic’s option, defects of the products sold will be remedied, or the goods will be replaced. If the defect is thus remedied, the Customer has no further rights to claim.
11.4
If remedy or replacement in accordance with clause 11.3 does not take place within reasonable time, the Customer is entitled to annul the agreement, demand reduction of the purchase amount, or claim compensation, according to the general stipulations of Danish law.
11.5
If within 12 months after the delivery date, the Customer has not claimed the defect towards Wanzl Nordic, the Customer cannot later make claims on account of the said defect.
11.6
Alteration of or interference with the products sold without Wanzl Nordic’s written consent shall exempt Wanzl Nordic from any obligation.
12. LIMITATION OF LIABILITY
12.1
Any liability on the part of Wanzl Nordic to pay compensation or any claim raised against Wanzl Nordic for a proportional reduction cannot exceed the price paid for the product by the Customer.
12.2
Wanzl Nordic shall not be liable for any consequential loss, profit loss or other indirect losses pertaining to the agreement, including indirect losses caused by delay or defects of the products sold.
12.3
The following circumstances shall result in exemption of liability for Wanzl Nordic, if they prevent fulfillment of the agreement or make the fulfillment of the agreement unreasonably onerous:
Industrial disputes or any other circumstances beyond the control of the parties, such as fire, war, mobilization or unforeseen military call-ups of equivalent extent, requisitioning, sequestration, exchange controls, riots and civil unrest, shortage of transport possibilities, general scarcity of goods, fuel restrictions and defects or delays in deliveries from sub-suppliers and suppliers which are due to any of the circumstances set out in the present clause.
12.4
Wanzl Nordic shall be under obligation to notify the buyer hereof in writing without undue delay, should any circumstances as set out in clause 12.3 occur.
13. PRODUCT LIABILITY
13.1
To product liability shall apply the provisions of Danish law applicable at any time, always provided that Wanzl Nordic shall not be liable for damage to pieces of property which are not covered by subsection 2 (clause 1) of section 2 of the Danish Product Liability Act, nor shall Wanzl Nordic be liable for consequential loss, time loss, profit loss or other indirect loss, unless mandatory rules of law stipulate otherwise.
13.2
To the extent that product liability is imposed on Wanzl Nordic vis-à-vis a third party, the Customer shall be obliged to compensate Wanzl Nordic.
13.3
The Customer is moreover obliged to accept that legal proceedings are also instituted against the Customer at the court or arbitral tribunal which hears claims brought against Wanzl Nordic on the basis of such damage.
14. PRODUCT RIGHTS
14.1
All drawing material, suggestions, descriptions, prototypes, etc. is the property of Wanzl Nordic and may not be used, copied or made public without written agreement hereon.
14.2
Immaterial rights to a product developed by Wanzl Nordic, including copy rights, know-how, patterns, utility models and copyrights which may form the basis for patents shall remain the property of Wanzl Nordic, and the Customer may only make agreements on user rights for explicitly specified market areas.
15. BUILDING DELIVERIES
15.1
In so far as and only to the extent that the delivered products are used for building in Denmark, the liability for defects is extended as follows:
15.2
In the event of production defects which despite thorough inspection were not detectable upon delivery, Wanzl Nordic’s liability shall expire after 5 years after delivery of the building of which the delivered products are part, though maximum 6 years from the delivery of the products to the Customer. In other respects, the deliveries are subject to conditions as laid down in these present terms.
16. TRANSPORTATION
16.1
Wanzl Nordic is entitled to assign all rights and obligations pertaining to the agreement entered into to a third party.
17. LITIGATION
17.1
Any disagreement between the Customer and Wanzl Nordic is decided according to Danish legislation at Wanzl Nordic’s venue in Denmark.
17.2
In case of deliveries abroad, the United Nations’ Convention on agreements on international purchase of 11 April 1980 shall not be used to settle the parties’ legal dispute.