Valid from 1 July 2019
§1 Agreement Basis
These Sales and Delivery Terms shall apply to all product deliveries from DANA LIM except where the Sales and Delivery Terms have been superseded in full or in part in accordance with an alternative written agreement.
§2 Product information
All information regarding DANA LIM products in brochures, user instructions, catalogues, product information, etc. issued by DANA LIM regarding product properties, function, and application should be considered as indicative unless there is an explicit written agreement to state otherwise.
§3 Order Acceptance and Prices
§5 Delivery, Delays, and Returns
§6 Suitability Test
§7 Deficiencies/Shortages/Complaints/Obligation to Investigate
§8 Product liability
a) a defect in the delivered product which was or should have been identified during the buyer’s inspection of the product prior to using it, pursuant to clause 6;
b) the buyer’s use of the product in contravention of a separate agreement regarding the testing of same, pursuant to clause 7;
c) the buyer’s incorrect or deficient information to DANA LIM regarding the intended use of the product purchased;
d) incorrect or unusual use of the product, including its use on surfaces or its being subjected to influences from, e.g., weather, moisture and sunlight (UV rays) etc., for which the product is not intended or suited according to DANA LIM’s product information and guidelines for use;
e) insufficient or inappropriate storage of the product by the buyer;
f) the buyer’s (intermediate’s) own information on packaging, data sheets, in guidelines for use and product information, etc., where such differs from DANA LIM’s own information;
g) other circumstances outside DANA LIM’s control, such as inappropriate conditions related to transportation, handling, and storage of the product or mixing it with other products.
4. Where a DANA LIM product is the cause of property damage and/or losses, DANA LIM shall be liable, provided that the damage or loss is not due to circumstances mentioned above in points a)-g) and that the buyer can prove that the damage or loss is the result of errors or omissions by DANA LIM or their sub-suppliers which attract liability.
5. In such a case, DANA LIM shall be obliged to pay compensation for the direct remediation costs held by the customer as a result of the defect, including disposal costs, with the caveat that the compensation sum is limited to DKK 2.0 million.
6. In cases where DANA LIM’s product has been melded with or in some other way made a part of the customer’s product and DANA LIM makes replacement delivery, the compensation shall be reduced by the value of non-defective DANA LIM product.
7. Where a compensation liability is incurred by DANA LIM pursuant to the aforementioned, the liability shall not include operating losses, time losses, loss of profits, and similar indirect losses.
8. Unless otherwise agreed in writing, the liability for property damage and/or losses shall be limited to DKK 2.0 million.
9. To the extent that DANA LIM shall become subject to product liability relative to a third party, the buyer shall be obliged to indemnify DANA LIM to the extent that such liability exceeds the limits outlined above.
10. Where a third party raises a compensation claim against one of the parties pursuant to this clause, this party shall immediately notify the other party. The buyer shall be obliged to allow for legal proceedings to be brought against them at the same court which deals with a compensation claim against DANA LIM in relation to damages and/or losses claimed to be caused by a defect in a DANA LIM product.
§9 Force Majeure
The following circumstances shall render DANA LIM and the buyer free of liability if they occur after the conclusion of the agreement and prevents its fulfilment within a reasonable period of time: labour disputes, strikes, lock-outs and any other circumstance over which the parties have no control, such as government measures, acts of sabotage, confiscation, currency restrictions, natural disasters, epidemics, fire, ware, rebellion and unrest, machine breakdown, lack of transportation, general lack of goods, deficient supply of raw materials, deficient deliveries from sub-suppliers, or delayed deliveries caused by any of the circumstances mentioned in this section.
Where either party wishes to invoke to this clause, the other party shall be notified of this in writing and without delay with a statement of the reason for invoking it.
§10 Jurisdiction and Choice of Court
Any dispute arising between the parties in connection agreements about delivery of products from DANA LIM, including the interpretation of these Sales and Delivery Terms, shall be settled in accordance with Danish legislation via the Courts in Roskilde, with the proviso that both the buyer and Dana Lim shall be able to require that a matter is referred to the Maritime and Commercial Court in Copenhagen in accordance with the regulations appertaining to this in force from time to time.