The terms of sale and delivery set out below (June 2023) for PSC A/S (hereinafter referred to as “PSC”) shall apply for the sale of goods produced by PSC unless the terms are explicitly deviated or modified in writing.
The Purchaser’s indication of special or general demands and terms in tender documents, quotations, acceptance, purchase conditions, etc. are not binding and are not considered a deviation of the terms of sale and delivery set out below unless PSC has accepted these deviations in writing.
When you enter business with PSC, you also give your consent to PSC’s processing of your personal data, cf. GDPR, Article 6, No. 1, to the extent that this is necessary to execute the order. At the same time, you are hereby informed of your rights according to the GDPR, including, but not limited to, that PSC is the data controller for the processing, that consent can be withdrawn at any time, and that the personal data will be deleted no later than 10 years after the execution of the order.
Confirmation
1.1. Unless otherwise specified, a quotation is only binding to PSC if the quotation is accepted within 30 days from the date specified in the quotation from PSC.
1.2. If an order confirmation differs from the Purchaser’s order, e.g. by supplement, limitation or reservation, and the Purchaser cannot accept such modifications; he shall inform PSC of this within three (3) days. Otherwise, only PSC’s order confirmation is valid. If an order is canceled within three (3) days, PSC is entitled to get covered any costs incurred.
2.1. The risk is passed to the Purchaser upon delivery of the goods. Delivery is Ex Works PSC’s warehouse, cf. Incoterms 2020. In case of dispatch of the goods by a third-party carrier, delivery will, however, take place when the goods are handed over to the carrier.
2.2. If delivery cannot take place as a consequence of circumstances caused by the Purchaser, the goods are stored at PSC’s warehouse at Purchaser’s account and risk. In such cases, PSC is entitled to charge warehouse rent and have all expenses covered.
3.1. Any time of delivery quoted by PSC is intended as a best estimate and guideline only unless a binding time of delivery is specified concretely and explicitly.
3.2. Furthermore, PSC is entitled to postpone the time of delivery when such postponement is caused by circumstances beyond PSC’s control, cf. section 4.0 about force majeure.
3.3. In cases when the time of delivery stated is considerably exceeded, the Purchaser is entitled to cancel the order except in case of force majeure. In cases of considerable delay, the Purchaser can claim damages if the Purchaser can prove that PSC has been guilty of gross misconduct. The amount of liability is limited to a maximum of 20% of the order value (maximum total liability).
4.1. The following circumstances are exemptions from liability on the part of PSC when they occur after the agreement has been entered into and prevent or postpone the fulfillment of the agreement:
Industrial disputes, strikes, lockouts or any other circumstances beyond the control of the parties, such as fire, war, pandemic, epidemic, mobilization, unforeseen military call-ups, acts of sabotage, requisition, embargo, currency restrictions, import prohibitions, export prohibitions, riots, disturbances, lack of working plant, general shortage of goods, restrictions on fuel and shortages in supplies from sub-suppliers or delay of such supplies caused by any of the circumstances mentioned in this section.
4.2. PSC is entitled to postpone the agreement disclaiming all responsibility or by notice in writing to the Purchaser to cancel the agreement completely or partially if the fulfillment of the agreement becomes impossible by reason of any of the said circumstances in section 4.1.
5.1. It is the Purchaser’s obligation to check the goods and possible defects immediately upon receipt. If the Purchaser finds any defects, the Purchaser is obliged to inform PSC in writing immediately with specifications of the existing defects. If the complaint is not sent on time, the Purchaser’s right to make the defect valid has lapsed.
5.2. Any claim of defect, no matter the nature of it, has to be sustained within six (6) months from time of delivery. If the Purchaser fails to do this, the Purchaser cannot refer to the defect.
5.3. Within a period of six (6) subsequent months after delivery has been affected, PSC undertakes to make a replacement delivery or a repair at PSC’s, when there are duly complained about defects in the delivery which are due to construction, material or manufacturing.
5.4. PSC’s liability to effect repair shall not apply to defects arising from the Purchaser’s faulty maintenance or if the goods supplied have not been used in accordance with instructions, or from faulty or inadequate use, or from different use of the goods supplied other than as agreed at the time of contract, or from alterations or technical changes made without PSC’s consent in writing or from extraordinary climatic influences.
5.5. The Purchaser shall return the defective goods to PSC, and the forwarding of the defective parts will be at the PSC’s risk and expense. The costs of disassembling and reassembling the parts are not covered by the remedy obligation or right.
5.6. If the Purchaser himself can remedy any defective goods on his own premises, PSC’s obligation according to this condition will be fulfilled when a part supplied in replacement for a defective part or a repaired part has been dispatched. Such dispatch from PSC to the Purchaser will then be at PSC’s risk and expense.
5.7. PSC’s liability for defects for the parts of the delivery that have been replaced or repaired is identical to the liability for defects for the original delivery. However, PSC’s liability for any part of the goods supplied will not extend beyond 6 months following the date of delivery.
5.8. When the risk for the goods supplied is passed to the Purchaser, PSC is not responsible for any defects other than the commitments stipulated herein. Thus, the Purchaser can never cancel the order, claim damages, or claim non-fulfillment. PSC disclaims all responsibility for any indirect loss such as e.g. trading loss, loss of time or of profits, etc. which the defect may have caused the Purchaser.
5.9. PSC reserves the right to deliver 10% more or less of the ordered quantity.
6.1. If goods supplied by PSC cause damage, PSC is liable for personal injury in relation to the Purchaser when it is substantiated that the damage is caused by the negligence and default of PSC. However, the maximum insurance is DKK 10 million.
6.2. In relation to the Purchaser, PSC is not liable for injury to movable property or real property.
6.3. Under no circumstances can PSC be held responsible for trading loss, loss of profits or any other indirect or derivative losses.
6.4. As far as any liability may be incurred by PSC towards a third party in accordance with the stipulations regarding product liability or with general damage regulations, it is the duty of the Purchaser to compensate PSC for any loss, to the extent that such liability exceeds the limits stipulated above. The Purchaser is liable to prosecution at the same law court which tries any claim for damage against PSC due to alleged defects in goods supplied by PSC.
6.5. If a third party makes a claim for damages against either party, the first party shall inform the latter of such claim immediately.
7.1. All prices are stated Ex Works PSC’s warehouse, cf. Incoterms 2020, so that the buyer pays freight, insurance etc.
8.1. PSC’s payment terms are as stated on the invoice.
8.2. If the Purchaser does not pay in due time, interest will be added as from the date of invoice. The interest amounts to 2.0% per month for each month and is added to the amount due at the beginning of each month.
9.1. PSC reserves the ownership of the goods until full payment and possible interests and expenses have been affected.
10.1. For certain product lines it is possible for the Purchaser, under special conditions and against payment of a specific fee, to cancel an order or postpone the time of delivery, if agreed in writing with PSC in advance.
11.1. Any information regarding weight, dimensions, capacities, and technical data mentioned in catalogues, descriptions, leaflets, advertisements, website etc. constitutes an approximate guide. These data shall not be binding to PSC save to the extent that the information is by reference expressly mentioned in the quotation and/or the order confirmation.
11.2. Where the products are included as a component in the buyer’s product, PSC A/S is not responsible for the products meeting the buyer’s own expectations.
11.3. Where a sample/prototype is supplied, the seller is not responsible for the suitability of the product and the buyer is not entitled to claim any defects of any kind.
11.4. Invoicing rights are reserved for samples/prototypes. If a sample/prototype is not complained about within eight (8) days, it is considered accepted.
12.1. Any specific requirements by the Purchaser are only binding when they have been confirmed in writing by PSC.
13.1. If the Purchaser is not punctual in paying for goods previously supplied by PSC or if any circumstances occur after an agreement has been entered into, which give rise to well-founded doubts concerning the Purchaser’s ability to pay, PSC is entitled to cancel all orders which have not yet been affected.
14.1. Any dispute arising between PSC and the Purchaser shall be settled in accordance with the rules of Danish law.
14.2. Disputes are, by PSC’s choice, settled in the court of Aalborg or by arbitration in accordance with the rules of the Danish Institute of Arbitration. Irrespective of the above, PSC can always take the Purchaser to court at the Purchaser’s home court.
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