Terms of Sales and Delivery
1. General
These terms of sales and delivery (“the terms”) applies for any delivery from Induflex A/S unless other terms have been accepted by Induflex in writing. If any disagreement occurs between the terms and the Buyer’s terms of business of any kind, the terms will precede the Buyer’s terms of business.
If Induflex counsels the Buyer in relation to purchase of products, Induflex does not lie with any liability of advisors.
2. Quotations
A written quotation from Induflex is, as long nothing else is agreed upon, valid for 14 days from the date of tender. The Buyer’s written accept of the quotation must be received by the expiration of the time stipulated for acceptance. The given quotation is guiding and not binding for Induflex, regardless of how much the final price differs from the quotation.
3. Prices
The agreed prices are exclusive the existing VAT, other charges, and potential imposed surtaxes. Induflex remains the right to raise the price in consequence of external mounting costs including increases in taxes and duties, which Induflex has no effect on.
The Buyer is until delivery obliged to accept the modification in prices due to possible essential price increases on materials.
If special models, moldings, or other tools are necessary for the manufacturing of the ordered Goods, the Buyer acquires parts of the production cost. If nothing else is agreed upon between the partners, the models, moldings, or other tools belong to Induflex, cf. paragraph 15.
4. Prices and payment
Payment terms and cash discounts are to be determined by agreement.
By delayed payment we calculate DKK 100 (approx. EUR 13.41) in reminder fee per forwarded reminder and DKK 310 (approx. EUR 41.58) in compensation fee and 1% default interest on overdue payments for each month or part of a month from the due date.
5. Quantities
Induflex reserves the right to deliver and invoice the ordered quantity +/- 10%.
6. Outturn sample
If the Buyer before delivery has received an outturn sample of the product in question and approved the outturn sample without reservation, the Buyer is precluded from objecting shortcomings about the Goods, if the Goods are in the same condition as the approved outturn sample.
7. Delivery
Delivery happens “ex works”, which includes that Induflex makes the product available in a certain location, whereupon charges and risks associated with the delivery fall upon the Buyer.
Packaging is charged separately, unless otherwise agreed.
8. Delay
Time of delivery appears on the quotation or order confirmation.
If delay of the delivery is caused by a circumstance as specified in paragraph 10 or is caused by the Buyer’s action or omission, the time of delivery is extended to the extent in which it by the circumstances seems reasonable. This applies even though the cause of delay occurs after expiration of the original time of delivery. If the time of delivery has exceeded more than 30 days, the Buyer can with a written note to Induflex demand delivery and schedule a final reasonable date, which cannot be shorter than 2 weeks. Only when it has been established that Induflex has not delivered within the Buyer’s deadline, the Buyer can cancel the agreement.
Cancellation is the Buyer’s only remedies for breach and must happen in writing. The Buyer cannot exercise claim for compensation towards Induflex in case of delayed or missing delivery.
Induflex is under no circumstances liable for damages in operating loss, loss of time, loss of profits or other indirect loss. Induflex’s liability for damages can moreover never in terms of value surpass the purchase price (the invoiced amount).
If delivery by instalments has been agreed, every delivery must be considered as an independent delivery. In that way the Buyer has no right in case of delay of a part delivery to cancel the agreement concerning the additional deliveries.
9. Defects
As soon as the Buyer has received the delivery, the Buyer is obliged to make the necessary investigation to determine whether the delivery is in accordance with the contract. If the Buyer wants to complain about defects regarding the delivery, the Buyer is obliged to do so in writing to Induflex. Complaints must happen right after the defects has been discovered or should have been discovered.
Induflex’s responsibility only consists of defects, which are determined at the latest 1 year from the delivery unless otherwise is agreed in writing. If the Buyer does not inform Induflex in writing regarding defects within the stated deadlines, the Buyer forfeits all remedy for defective performances.
In case of a defect or damage on the delivered Goods, which Induflex is responsible for, Induflex is always entitled to liberate themselves for the responsibility by rectifying the defect or damage. If the rectifying of the defect or damage happens within 30 days after the Buyer’s complaint, the Buyer cannot make additional demands against Induflex. If Induflex is not capable of rectifying the defect or damage within 30 days, the Buyer can give Induflex a final deadline for rectifying, which cannot be shorter than 2 weeks.
If the rectifying has not happened before the deadline, the Buyer can, if the rectifying is essential, cancel the contract and demand refund of the purchase price.
Induflex is under no circumstances liable for damages in operating loss, loss of time, loss of profits or other indirect loss. Induflex’s liability for damages can moreover never in terms of value surpass the purchase price (the invoiced amount).
If delivery by instalments has been agreed, every delivery must be considered as an independent delivery. In that way the Buyer has no right in case of defects on the part delivery to cancel the agreement concerning the additional deliveries.
10. Liability for damages
Induflex is under no circumstances liable for damages in operating loss, loss of time, loss of profits or other indirect loss.
Induflex’s liability to pay compensation can never surpass the invoice amount of the sold Goods. However, this does not apply in case of product liability (for further information regarding product liability please see paragraph 13).
11. Force majeure
Induflex is without responsibility for non-compliance of obligations to deliver if the conditions are caused by circumstances, which Induflex cannot influence, because of force majeure. Force majeure means among others the following conditions: natural disaster, war, civil commotion, mobilization, failing supplies of raw materials, failing means of transportation, import and export prohibition, exchange controls or any other events which prohibits or limits the usual production process, lockout, strike, fire, or damage of Induflex’s production machinery.
Force majeure at a subcontractor has in the relation between the Buyer and Induflex the same justification defense consequence as if the force majeure occurred at Induflex.
In case of force majeure Induflex has the choice between cancelling the contract or parts of it or deliver as soon as the hindrances for normal delivery are terminated.
12. Returned Goods
If Induflex has accepted the delivery as being insufficient, there will be a return of the delivery on Induflex’s expense, assuming the Buyer complies with Induflex’s instructions regarding packaging and shipment. It is the Buyer’s obligation to arrange for a secure packaging. At return of the delivery the same mode of shipment as Induflex’s forwarding to the Buyer shall be used. If the return of the delivery does not happen in the way that Induflex has prescribed, and if the delivery is damaged as a result hereof, the Buyer is not justified to make either the original or subsequent defects current.
13. Product liability
Induflex is only liable for personal injury if it follows mandatory provision in the Product Liability Act and under rules developed in case law.
Induflex is not liable of damages on real estate and personal property, products that is manufactured by the Buyer or products, in which these enter.
To the extent where Induflex is instructed to take product liability for a third party, the Buyer is obliged to indemnify Induflex equally as Induflex’s liability is limited regarding the present provision.
However, the restricted admission cannot be forced if there is gross negligence on Induflex’s part.
Induflex is under no circumstances liable for damages in operating loss, loss of time, loss of profits or other indirect loss.
14. Retention of title
The delivered Goods will remain as property of Induflex until the Seller has completed the payment for the Goods.
15. Intellectual property rights
Sketches, drawings, prototypes, as well as other development/design, which are completely or partly developed by Induflex, are the property of Induflex, and must not be presented or transferred to third parties without written consent of Induflex.
Drawings/samples prepared by Induflex may contain confidential information and must not be forwarded to third parties without a preceding contract and written consent.
Induflex has no liability towards the rights of any third parties when the Buyer delivers drawings etc. to Induflex.
If Induflex may be faced with a demand from a third party for infringement of rights, the Buyer is obliged to indemnify Induflex for any liability.
16. Venue and applicable law
Potential disputes are primarily settled by the ordinary courts in Aalborg, Denmark according to Danish Law.
17. Processing of personal data
Induflex processes personal data in proper accordance with the General Data Protection Regulation and the law. Induflex processes alone common personal data including name, e-mail, phone number etc. on contacts with the Buyer.
The processing is in relation to the Buyer’s order and regularly communication with the Buyer.
Reference is otherwise made to Induflex’s Personal Data Policy. The Personal Data Policy is regularly updated. Find the current version here.
