Valid from 1 July 2019
1. Agreement Basis
These Sales and Delivery Terms apply to all product deliveries from DANA LIM, unless fully or partially superseded by a written agreement to the contrary.
2. Product Information
All information regarding DANA LIM products (e.g., brochures, user instructions, catalogues, product information) concerning product properties, function, and application is considered indicative unless otherwise explicitly agreed in writing.
3. Order Acceptance and Prices
- Offers are not binding until accepted in writing or verbally by the buyer. Offers are also binding upon submission of an order to the DANA LIM representative or main office, unless DANA LIM, without undue delay, declares that the order cannot be accepted and fulfilled upon receiving the order.
- If a written offer is made, DANA LIM may specify a period during which the offer remains binding.
- Unless otherwise agreed, all orders are accepted at the prices valid on the delivery date. Prices are generally quoted excluding VAT and other governmental levies.
- If, between order confirmation and delivery, there are increases in the costs of raw materials, wages determined by collective agreements, employee levies, taxes on goods, customs rates, import/export levies, fluctuations in currency exchange rates, or other circumstances beyond DANA LIM’s control, DANA LIM may adjust the price accordingly, stating the reason for the increase.
4. Payment
- Payment terms are 8 days net from the invoice date unless otherwise agreed in writing. In case of late payment, interest will accrue from the due date at 2% per commenced month.
- If a payment reminder is sent, a reminder fee of DKK 100 will be charged per instance.
- If the buyer fails to receive the product at the agreed time and place, the buyer is still obligated to pay as if the product had been duly received.
5. Delivery, Delays, and Returns
- Delivery is Ex Works unless otherwise agreed, interpreted in accordance with the Incoterms edition in force at the time the agreement is made.
- The product is delivered in DANA LIM’s standard quality unless otherwise agreed. If the product is manufactured according to the buyer’s specific requirements, DANA LIM is entitled to deliver +/- 10% of the agreed quantity.
- DANA LIM will take reasonable measures to ensure timely delivery. In the event of a delay relative to the agreed delivery date, DANA LIM is entitled to postpone delivery by up to 3 weeks from the latest ordinary delivery date without the buyer gaining the right to cancel the purchase. The buyer will be notified of any delay as soon as DANA LIM becomes aware of it.
- Delayed delivery does not entitle the buyer to compensation for any consequential losses.
- Products can only be returned subject to prior agreement. Any credit will depend on the condition of the returned product and will be offset by a handling fee of 15% of the invoice price.
- Returnable packaging, pallets, and interlayers can only be returned by agreement, and must be returned carriage paid and in undamaged condition.
6. Suitability Test
- Before using the product, the buyer must test its properties/suitability for the intended purpose. This obligation applies:
a) If the product has been specially adapted/developed for the buyer, or if such a product is used in contexts other than originally intended.
b) If a standard product is used for a special purpose beyond that indicated in product descriptions, guidelines, data sheets, etc. - If a suitability test has been performed for a specific application, this test is also considered valid for subsequent deliveries for the same purpose.
7. Deficiencies/Shortages/Complaints/Obligation to Investigate
- Upon receipt—and before using or reselling—the buyer must visually inspect the product to identify any deficiencies or shortages. The buyer must notify DANA LIM in writing without undue delay, and no later than 30 calendar days after receipt, of any such deficiencies or shortages.
- If the delivered product does not meet the agreed specifications, DANA LIM’s stated specifications, or reasonable buyer expectations, DANA LIM will make a replacement delivery at no cost to the buyer, provided a timely complaint has been made. Deficient products must be returned to DANA LIM.
- If the delivered quantity does not match the agreed quantity, DANA LIM will provide a subsequent delivery to cover the shortage.
- If a DANA LIM product is faulty and causes a direct and causal loss to the buyer, DANA LIM is obligated—beyond replacement or subsequent delivery—to compensate the loss, up to a maximum of DKK 2.0 million. This does not apply if the buyer failed to perform the required suitability test (cf. clause 6.1) or inspection (cf. clause 7.1).
- If the buyer fails to conduct the necessary suitability test as required by clause 6.1, DANA LIM is not liable for any deficiencies.
- DANA LIM is liable for direct and foreseeable losses, such as disposal costs, the cost price of the buyer’s defective products, and direct remediation costs. Under no circumstances is DANA LIM liable for operating losses, loss of profit, loss of time, loss of goodwill, or other indirect losses.
- Deficiencies or shortages due to circumstances beyond DANA LIM’s control (e.g., improper transport, handling, storage, or mixing with other products) are of no concern to DANA LIM.
8. Product Liability
- If the buyer considers the product to be defective after starting use, the buyer must immediately notify DANA LIM and cease further use. The cause of the potential defect will be investigated, and if a replacement delivery is deemed appropriate, it will be provided at no cost, with the defective (remaining) product returned to DANA LIM.
- A product is considered defective if it does not offer the level of safety reasonably expected.
- DANA LIM is not liable for damage or loss due to:
a) A defect that was or should have been identified during the buyer’s initial inspection (cf. clause 6).
b) Use of the product contrary to a separate testing agreement (cf. clause 7).
c) Incorrect or insufficient information from the buyer about the product’s intended use.
d) Incorrect or unusual use of the product, including use on unsuitable surfaces or exposure to weather, moisture, UV rays, etc., if not intended by DANA LIM’s guidelines.
e) Insufficient or inappropriate storage by the buyer.
f) The buyer’s own product information (packaging, data sheets, guidelines) differing from DANA LIM’s official information.
g) Other circumstances beyond DANA LIM’s control, such as inappropriate transport, handling, storage, or mixing with other products. - DANA LIM is liable for property damage and losses caused by a defect in a product if the buyer can prove that it was due to errors or omissions by DANA LIM or its subsuppliers, and that none of the exclusions above (a-g) apply.
- If DANA LIM is liable, compensation for direct remediation costs, including disposal costs, is limited to DKK 2.0 million.
- If DANA LIM’s product has been integrated into the buyer’s product and a replacement delivery is made, compensation is reduced by the value of non-defective DANA LIM product.
- Liability does not extend to operating losses, time losses, loss of profit, or similar indirect losses.
- Unless otherwise agreed in writing, liability for property damage and/or losses is limited to DKK 2.0 million.
- To the extent DANA LIM incurs product liability toward a third party, the buyer must indemnify DANA LIM for any amount exceeding the above-mentioned limits.
- If a third party raises a compensation claim against one of the parties, that party must immediately notify the other. The buyer must accept legal proceedings in the same forum where any such claim against DANA LIM is pursued.
9. Force Majeure
If, after the agreement is concluded, either party is prevented from fulfilling its obligations by events such as labor disputes, strikes, lockouts, governmental actions, sabotage, confiscation, currency restrictions, natural disasters, epidemics, fires, war, insurrection, mechanical breakdowns, transportation difficulties, general shortage of goods, inadequate supply of raw materials, or late or non-delivery from subsuppliers due to such events, that party is free of liability. The party invoking force majeure must promptly notify the other party in writing, stating the reasons.
10. Jurisdiction and Choice of Court
Any dispute arising from agreements for delivery of DANA LIM products, including interpretation of these Sales and Delivery Terms, shall be settled under Danish law. Jurisdiction lies with the courts in Roskilde, with the provision that either party may require that the matter be referred to the Maritime and Commercial Court in Copenhagen in accordance with applicable regulations.
DANA LIM A/S
