Dana Lim A/S's ordinary terms of sale and delivery

Due from January 1, 2008

 

§1 The basis of the agreement

These terms of sales and delivery include all deliveries of products from DANA LIM A/S, unless another written agreement has been entered into between the parties.

 

§2 Product information

All information - technical, instructions and specifications to be found about DANA LIM A/S's products in brochures, user's guide, catalogues and product information etc. should to be considered as guidelines, unless otherwise explicitly emphasized in a written agreement.

 

§3 Order Registration and Prices

An offer is first binding when purchaser has accepted in writing or by his word. The offer is also binding when the order is placed with DANA LIM A/S's representative or at the head quarters, unless DANA LIM A/S on the reception of the order immediately declares that it is impossible to accept and carry out the order.

DANA LIM A/S may in a written offer state a period of time where the specific offer is valid.

Where nothing else has been agreed, all orders are booked in accordance with the existing price on the day of delivery. The prices are normally without stated Value Added Tax or any other possible state tax.

If in the time between the confirmation of the order and its delivery there should be an increase in the cost of raw materials, collective wage agreements, employer's payroll taxes of any kind, commodity taxes, import duty rates, import-/export taxes, exchange rate in Danish currency or other circumstances outside the control of DANA LIM A/S - DANA LIM A/S is entitled to increase the price accordingly thus stating the reason behind the increase of the price.

 

§4 Payment

Terms of payment are net cash within 8 days from the date of the invoice unless another agreement has been agreed upon in writing. If an amount due to be paid has not been paid, a monthly interest rate of 2% pr. month is incurred from that due date.

If it is necessary to send a reminder for payment, a fee of 100,00 DKK will be added - every time a reminder is sent to the customer. Bills of exchange and debt bonds are not regarded as payment until the full amount due has been paid.

If the customer avoids receiving the product at the time and place agreed, the customer is nonetheless obliged to pay as if the delivery had taken place according to the terms of payment.

 

§5 Delivery, delay and return

Delivery is ex. works unless otherwise agreed.

The product is delivered in DANA LIM A/S's standard quality, unless another agreement has been made. DANA LIM A/S is entitled to deliver +/- 10 % of the agreed goods if the product manufactured is according to the purchaser's special demands and specifications.

DANA LIM A/S undertakes suitable measures to deliver on time. Nevertheless a delay may occur and DANA LIM A/S is thus entitled to postpone the delivery date 3 weeks counting from the original delivery date, but the purchaser will not be able to cancel the order.

The purchaser must be informed about the delay of the delivery as soon as DANA LIM A/S is aware that the delay is in fact a reality.

The delay of the delivery does not entitle the purchaser to compensation because of the delay.

Products delivered are only accepted as return when a previous agreement has been made. Replacement will take place in accordance with the condition of the product and only against payment of a handling charge of 15% of the invoice price of the returned products.

Return packaging, pallets and fillers may be returned when agreed and only when returned free of carriage and received undamaged.

 

§6 Defects, short-delivery and complaint

Immediately on reception of the goods and before the product is taken into use or sold the purchaser must check if the goods delivered have defects or shortage of delivery. Purchaser is obliged without delay and no later than 30 calender days after receiving the product

to make a written statement to DANA LIM A/S and inform them about defects or short-delivery.

Checking of the product must take place, whether the product is a standard product or has been produced according to special demands from the purchaser, and whether a testing of the product has taken place at DANA LIM A/S's laboratory.

If the product delivered, after the purchaser has checked the product, does not live up to the agreement or to DANA LIM A/S's stated specifications or to the purchaser's rightful demands, or is it not of the usual quality - DANA LIM A/S will replace the goods delivered, whether or not the case is due to traceable error by DANA LIM A/S. It is a condition for replacement of goods that the complaint has reached DANA LIM A/S within the time stated cf. section 1 §6. Replacement will take place without cost for the purchaser, provided the defective goods have been returned to DANA LIM A/S.

Has a short-delivery taken place and is not in accordance with the agreement (weight or pieces) - DANA LIM A/S will deliver afterwards without cost for the purchaser. It is a condition for replacement of goods that the complaint has reached DANA LIM A/S within the time stated cf. section 1 §6.

In case of DANA LIM's product being defect, and this being traceable to DANA LIM, and in as far as this has caused adequate and causal loss for the customer, then DANA LIM is obliged to - besides replacement delivery/after delivery - to compensate such loss, though this is maximized to an amount of 2 million DKK.

DANA LIM is however under all circumstances not liable for consequential loss, loss of profits, loss of time, loss of goodwill or other indirect losses connected to the delivered product - regardless of whether there is talk of defects or short-delivery.

Defects or short-delivery of a delivered product, which are due to conditions outside of DANA LIM's control, such as inexpedient conditions during transport, handling or storage of the product or mixing of this with other products, are of no concern to DANA LIM.

 

§7 Testing

If an individual agreement about testing has been made, the purchaser has to test the product before launching it in order to find out if the product is suitable to the use the purchaser had in mind. Information of the test results has to be given to DANA LIM A/S and then the parties make an agreement about delivery and launching of the product or the delivery of another product to be tested by the purchaser.

 

§8 Product liability

If the purchaser after launching the product finds that it is defect, the purchaser must immediately inform DANA LIM A/S about this and stop using the product - then the reason for the defect can be investigated by the parties and an agreement concerning replacement can be entered, if it's considered appropriate. In this case replacement will take place without cost for the purchaser, when the defect product (the rest) is returned to DANA LIM A/S.

A product has a defect if it does not secure the safety against damage which could be expected of the product.

DANA LIM A/S is without liability for injury or loss due to:

a) a defect within the product which should have been found when the purchaser checked the goods delivered and before launching the product cf. §6.

b) If the purchaser launches the product against the individual agreement about testing of the product cf. §7.

c) The purchaser's wrong or lacking information to DANA LIM A/S about the product's actual considered use.

d) Incorrect or unusual use of the product including its use on underlay or its exposure to the action of, for example, weather, climate, dampness, sun rays (UV'rays), for which the product is not designed according to DANA LIM A/S's product information and guidelines.

e) Inadequate or inappropriate storage of the product on purchaser's premises.

f) Purchaser's (middleman's) independent information on packaging, in data magazines, in guidelines and product information etc.

g) Other conditions outside the control of DANA LIM A/S due to inappropriate conditions during transportation, handling or storage of the product or the mixing of the product with other products.

If a product from DANA LIM A/S causes damage to property and/or loss, DANA LIM A/S is liable to pay damages, but only if the damage or loss is not caused by one of the above mentioned sections a) - g), and only if the purchaser is able to produce documentary evidence that the damage or the loss is the responsibility of DANA LIM A/S or is due to their neglect.

In this case DANA LIM is obliged to make good the the direct repair costs incurred by the customer as a consequence of the defect, including also destruction costs, recall costs etc., though damages are however maximized to an amount of 2 million DKK.

In cases where DANA LIM's product is joined together with or in other ways made into a part of the customer's product, and DANA LIM undertakes replacement delivery, a compensatory amount will be deducted equivalent to the value of DANA LIM's non-defective product.

If DANA LIM A/S should incur liability in pursuance of the above, this liability does not include operating loss, loss of time or goodwill, expenses incurred in ascertaining the damage or other indirect loss.

Unless otherwise agreed in writing, liability for damage to property and/or loss is limited to 2,000,000 Danish crowns. (2 million DKK).

To the extent that product liability may be imposed upon DANA LIM A/S by a third party, the purchaser is under obligation to keep DANA LIM A/S indemnified to the degree that such a liability extends the stated limits.

If a third party makes a claim against one of the parties concerning compensation according to this section, this party must inform the other party hereof. The purchaser is under obligation to allow legal proceedings against him/her at the same court of justice that tries the compensation demand raised against DANA LIM A/S on the basis of damage and/or loss claimed to be caused by a defect in one of DANA LIM A/S's products.

 

§9 Force Majeure

The following circumstances over which DANA LIM A/S and the purchaser have no control lead to freedom from responsibility for both parties if they occur after the parties have entered into the agreement and the order cannot be fulfilled within a reasonable time:-labour conflicts, strikes, lockouts and any other circumstances over which the parties have no control such as Government measures, sabotage, embargos, currency restrictions, natural disasters, epidemics, fire, war, rioting, machinery breakdown, lack of transportation, ordinary scarcity of goods, failing supply of raw materials, defected supply from sub-suppliers or delayed supply due to any of the causes mentioned in this section.

If one of the parties wants to claim the use of this §9 the other party is entitled to receive a written statement and without delay, stating the reason for the proclamation of this §.

 

§10 Court of Law/Venue and Choice of Law

Disputes in consequence of this agreement and the stipulations attached shall be tried according to the rules of the Danish Law and at Sø- og Handelsretten (the Maritime and Commercial Court) in Copenhagen as the venue.