Dana Lim’s general terms and conditions of sale and delivery
Valid from 1. July 2019
Section 1. The basis of the agreement
These terms and conditions of sale and delivery apply to all deliveries of products from DANA LIM, unless the terms and conditions of sale and delivery are waived in whole or in part in accordance with another written agreement.
Section 2. Product information
All information about DANA LIM’s products in the brochures, user manuals, catalogs and product information etc. which DANA LIM publishes about the product’s properties, function and application, shall be regarded as indicative, unless otherwise stated is expressly stated in a written agreement.
Section 3. Order registration and prices
1. Offers only become binding upon the buyer’s written or oral approval. Offers also become binding when orders are placed with DANA LIM’s representative or head office, unless DANA LIM is unable to do so after receiving a notification of the order declares that the order cannot be accepted and executed.
2. DANA LIM can specify in a written offer a period during which the specific offer is valid.
3. Unless otherwise agreed, all orders are listed at the prices applicable on the day of delivery. The prices are normally stated excl. VAT. and without any other government fees.
4. If between order confirmation and delivery there is an increase in raw material prices, agreed wages, employer contributions of any kind, goods taxes, customs duties, import/export duties, the exchange rate of the Danish krone or other circumstances beyond DANA LIM’s control, DANA LIM is entitled to increase the price accordingly against stating the reason for the price increase.
Section 4. Payment
1. Payment terms are net cash 8 days from the invoice date, unless otherwise agreed in writing. If the due amount is not paid on time, a monthly interest of 2% per month started from the due date.
2. If we have to send a reminder, a reminder fee of DKK 100 per time
3. If the buyer fails to receive the product at the agreed time and place, the buyer is still obliged to pay as if the receipt had taken place in accordance with the agreement.
Section 5. Delivery, delay and return
1. Delivery takes place Ex Works, unless otherwise agreed. Ex Works shall be interpreted in accordance with the version of Incoterms that applies at the time of conclusion of the agreement.
2. The product is delivered in DANA LIM’s standard quality, unless otherwise agreed. If the product is manufactured according to special requirements and specifications from the buyer, DANA LIM is entitled to deliver +/- 10% of the agreed quantity.
3. DANA LIM takes appropriate measures with a view to timely delivery. In the event of a delay in relation to the originally agreed delivery time, DANA LIM is entitled to postpone the delivery time for up to 3 weeks calculated from the last ordinary delivery time without the buyer being able to cancel the purchase on that occasion.
The buyer must be notified of delays in a delivery as soon as DANA LIM becomes aware that the delay will occur.
4. Delayed delivery does not entitle the buyer to compensation for any loss as a result of the delay. Delivered products are only accepted in return after prior agreement. Compensation is made according to the condition of the goods and only against payment of a handling fee of 15% of the invoice price for the returned products.
5. Return packaging, pallets and spacers are only taken back when agreed and only when they are returned free of charge and received in undamaged condition.
Section 6. Suitability test
1. Before putting the product into use, the buyer must carry out a test of the product’s properties/suitability for the specific task to ascertain whether the product is suitable for the buyer’s intended use. The obligation to carry out a test in relation to the product’s properties/suitability apply
a) when it is a question of a specially adapted/specially developed product for the buyer, as well as where a specially adapted/specially developed product is used in other product contexts than the intended one, or
b) when it comes to a standard product that is used for a special purpose, i.e. in addition to what appears in product descriptions, guides, data sheets, etc.
2. If a suitability test has been carried out for the mentioned products for use of the product for a given purpose, this suitability test is also considered to apply to subsequent deliveries.
Section 7. Missing/deficiency/complaint/obligation to investigate
1. The buyer must immediately upon receipt, and before the product is put into use or resold, carry out a visual examination of the delivered product to ascertain any defects or deficiencies, and the buyer must immediately and no later than 30 calendar days after receiving the product, notify DANA LIM in writing of such possible defects or deficiencies.
If the delivered product does not correspond to what was agreed, to DANA LIM’s specified specifications or to the buyer’s legitimate demands, or if the product is not of ordinary quality, DANA LIM will make a redelivery, regardless of the defect is due to a demonstrable error on DANA LIM’s part or not. It is a condition for redelivery that it is advertised in time, cf. item 1. Redelivering takes place at no cost to the buyer when the defective product is returned to DANA GLUE.
2. If the quantity of the delivered product does not correspond to the agreed quantity (weight or number of units), DANA LIM will make subsequent delivery of the missing (shortage) at no cost to the buyer. It is a condition for subsequent delivery that it is advertised at the right time, cf. item 1.
3. If DANA LIM’s product is faulty, and if this has resulted in an adequate and causal loss for the customer, DANA LIM is obliged – in addition to redelivery/subsequent delivery – to compensate such a loss, but then a maximum of 2 million. NOK This does not apply if the buyer has failed to test the product, cf. § 6, subsection 1 or failed to examine the product, cf. § 7, subsection 1
4. If the buyer has failed to carry out a test of the product, cf. Section 6 subsection 1, DANA LIM is not responsible for any defects.
5. DANA LIM is responsible for any causal and foreseeable loss, e.g. disposal costs, the customer’s defective products (cost price) and direct costs of rectification. DANA LIM is nevertheless under no circumstances liable for operating losses, loss of advance, loss of time, loss of goodwill or other indirect losses of the delivered product – regardless of whether it is a question of defects or shortages.
Defects or deficiencies in a delivered product that are due to conditions beyond DANA LIM’s control, such as inappropriate conditions during transport, handling and storage of the product or mixing it with other products, DANA is LIM unauthorized.
Section 8. Product liability
1. If the buyer considers the product to be defective after putting it into use, the buyer must report this to DANA LIM without delay and avoid further use of the product, so that the cause of the possible defect can be investigated by the parties and a redelivery can be agreed, if this is considered as justified. In that case, redelivery takes place at no cost to the buyer when the defective product (remaining stock) is returned to DANA LIM.
2. A product suffers from a defect if it does not have the safety that can be reasonably expected from the product.
3. DANA LIM is not responsible for damage and loss caused by:
a) a defect in the delivered product which was or should have been ascertained during the buyer’s examination of the product before putting it into use, cf. Section 6.
b) the buyer’s commissioning of the product in breach of a separate agreement on testing this, cf. Section 7.
c) the buyer’s incorrect or incomplete information to DANA LIM about the intended use of the purchased product.
d) incorrect or unusual use of the product, including its use on a surface or its exposure to the influence of e.g. weather, moisture and sunlight (UV radiation) etc. for which the product is not intended or suitable according to DANA LIM’s product information and instructions for use.
e) insufficient or inappropriate storage of the product by the buyer.
f) the buyer’s (intermediary) independent information on packaging, data sheets, in instructions for use and product information, etc. when these differ from DANA LIM’s own information.
d) other conditions beyond DANA LIM’s control, such as inappropriate conditions during transport, handling and storage of the product or mixing it with other products.
4. If a product from DANA LIM causes damage and/or loss, DANA LIM is responsible for compensation for this, on the condition that the damage or loss is not due to conditions as mentioned above in letters a)–g), and that the buyer can document that the damage or loss is due to liable errors or negligence committed by DANA LIM or DANA LIM’s subcontractors.
5. In this case, DANA LIM is obliged to compensate the direct repair costs that the customer may have had as a result of the defect, including also disposal costs, the compensation can still amount to a maximum of DKK 2 million. NOK
6. In those cases where DANA LIM’s product is joined with or otherwise made part of the customer’s product, and DANA LIM makes a redelivery, an amount corresponding to the value of DANA LIM’s product without defect is deducted from the compensation.
7. If liability for damages arises for DANA LIM in connection with the above, the liability does not include operating loss, loss of time, loss of advances and similar indirect losses.
8. Unless otherwise agreed in writing, liability for property damage and/or loss is limited to DKK 2 million. NOK
9. To the extent that DANA LIM may be charged with product liability vis-à-vis a third party, the buyer is obliged to indemnify DANA LIM to the extent that such liability applies beyond the limits set out above.
10. If a third party makes a claim against one of the parties for liability in accordance with this section, this party must immediately notify the other party of this. The buyer is obliged to be sued at the same court which processes compensation claims against DANA LIM in connection with damage and/or loss allegedly caused by a defect in one of DANA LIM’s products.
Section 9. Force majeure
The following circumstances exempt DANA LIM and the buyer from liability when they occur after the conclusion of the agreement and prevent its fulfillment within a reasonable time: labor disputes, strikes, lockouts and any other circumstance over which the parties have no control, such as government intervention, acts of sabotage, seizure, currency restrictions, natural disasters, epidemics, fire, war, riots and unrest, machine breakdowns, lack of means of transport, general shortage of goods, failing supply of raw materials, shortages in deliveries from subcontractors or delays in deliveries due to any of the circumstances mentioned in this section.
If one of the parties wishes to invoke this provision, the other party must be notified of this in writing and without delay and with information about the reason for the invocation.
Section 10. Choice of law and venue
Any dispute that may arise between the parties in connection with agreements on deliveries of products from DANA LIM, including the interpretation of these sales and delivery conditions, shall be settled according to Norwegian legal rules and with the Court in Bergen as the venue.
