1.0 Offer, acceptance and order confirmation
1.1. Unless otherwise specified, an offer is only binding on Melsen Tech if accepted within 30 days from the date of Melsen Tech's offer.
1.2. In the event that an order confirmation differs from the buyer’s order by way of additional charge, restriction or reservation and the buyer is unwilling to accept such alterations, the buyer must notify Melsen Tech thereof within eight days. Otherwise only Melsen Tech’s order confirmation applies.
2.0 Passing of risk
2.1. The risk passes to the buyer on delivery of the goods. Delivery shall be ex Melsen Tech's warehouse according to Incoterms 2020. In case of forwarding by a third-party carrier, the risk passes when the goods are handed over to such carrier, however.
3.0 Time for delivery and delay
3.1. Melsen Tech is entitled to postpone the time for delivery if postponement is necessitated by circumstances beyond Melsen Tech's control.
3.2. If the specified time for delivery is significantly exceeded, and after the buyer has given Melsen Tech a notice of 14 days, the buyer is entitled to rescind the contract except in cases of force majeure. In the event of substantial delay, the buyer is entitled to claim damages if the buyer provides documentation that Melsen Tech has acted in a grossly negligent manner. However, damages, if any, can never exceed the value of the consignment.
4.0 Complaints etc.
4.1. The buyer is obliged to examine the goods on receipt. Complaints must be made in writing within seven days from receipt.
5.1. For a period of six consecutive months after delivery has been effected, Melsen Tech undertakes to deliver goods in replacement or to make repairs at Melsen Tech’s choice in cases where defects in the goods supplied are caused by design, materials or manufacturing.
5.2. Remedial action does not cover situations where the defect is due to failure to maintain and apply the goods delivered in full compliance with instructions, incorrect or inappropriate use, more intensive use of the goods delivered than agreed or than assumed when the contract was concluded, alterations or technical interventions made without written consent or extraordinary climatic impacts.
5.3. The buyer is to return the defective products to Melsen Tech, and the forwarding of defective parts takes place for the account and at the risk of the buyer. The right to remedial action does not include the cost of dismantling and assembly.
5.4. If the buyer himself is able to remedy the defect at his place, Melsen Tech’s obligation to take remedial action under this provision is fulfilled by the forwarding of a new or a repaired part. In such case, the forwarding from Melsen Tech will be for the account and at the risk of Melsen Tech.
5.5. Melsen Tech undertakes to remedy defects in parts of the consignment that have been replaced or repaired on the same terms and on the same condition as applicable to the original consignment. Melsen Tech's obligations to undertake remedial action, however, do not apply to any part of the consignment for more than 12 months from delivery to the buyer.
5.6. Once the risk for the consignment has passed to the buyer, Melsen Tech shall not be liable for defects other than the obligations specified in this provision. The buyer is thus never entitled to rescind the contract, claim damages or any other remedy for breach of contract. Melsen Tech also explicitly excludes liability for any indirect loss such as business interruption, loss of time, loss of profit etc. which the buyer may have incurred owing to the defect.
5.7. Melsen Tech reserves the right to deliver 10 % more or 10% less than the quantity ordered.
5.8. Any liability on the part of Melsen Tech can never exceed the value of the consignment, however.
6.0 Product liability (liability for damage caused by the consignment)
6.1. In case a consignment delivered by Melsen Tech causes any damage, Melsen Tech shall be liable to the buyer for personal injury if proof is furnished that the injury is caused by an error or omission on the part of Melsen Tech.
6.2. In respect of the buyer, Melsen Tech shall not be liable for any damage to movable or immovable property.
6.3. Under no circumstances shall Melsen Tech be liable for business interruption, loss of profit or any other indirect or consequential loss.
6.4. To the extent that liability to third parties may be imposed on Melsen Tech under the product liability regulations or the general law of damages, the buyer is obliged to indemnify Melsen Tech to the extent that such liability exceeds the limits specified above.
The buyer is obliged to let himself be sued before the same court of law that hears the claims for damages against Melsen Tech as a result of damage allegedly caused by a defect in one of Melsen Tech’s consignments.
6.5. If a third party raises a claim for damages against one of the parties, this party shall immediately notify the other party thereof.
7.1. All prices are ex Melsen Tech’s warehouse, which means that the buyer is to pay the freight charges.
8.1. Melsen Tech’s terms of payment are as specified in the invoice.
8.2. If the buyer fails to pay punctually, interest will be added from the date of the invoice. The rate of interest is 1.5% per month or fraction of a month and will be added to the amount owed at the end of each month.
9.0 Retention of title
9.1. Melsen Tech retains title to the goods sold until payment has been made.
10.0 Buyer’s cancellation of orders
10.1. On special terms and against payment of a separate fee, the buyer has the option of cancelling an order or postponing the time for delivery thereof for certain product lines, provided that this has been agreed in writing with Melsen Tech in advance.
11.0 Catalogues, descriptions etc.
11.1. Any information on weight, dimensions, capacity and technical data specified in a catalogue, description, prospectus, advertisement etc. is to be regarded as informative and is binding only to the extent that reference to such material is specifically made in the offer and/or order confirmation.
12.0 Any specific requirements on the part of the buyer
12.1. Specific requirements from the buyer shall be binding only to the extent that they have been confirmed in writing by Melsen Tech.
13.0 Buyer’s financial circumstances
13.1. If the buyer fails to comply with the agreed terms of payment for previous consignments, or if, after conclusion of the contract, circumstances arise which cause justified doubts on the part of Melsen Tech about the buyer’s ability to pay, Melsen Tech is entitled to cancel unfulfilled orders.
14.1. Legal issues relating to these Terms of Sale and Delivery with relevant appendices and the interpretation thereof shall be settled according to Danish law.
14.2. Melsen Tech is entitled to decide whether disputes that may arise in connection with this contract are to be settled by an arbitration tribunal or a court of law. In the event of settlement by arbitration, the provisions of the Danish Act on Arbitration (“lov om voldgift”) shall apply. In the event of any settlement by court of law, the court at Aalborg shall be the competent court.
Revised on 06-02-2017.