– a sub-brand by Gram Commercial General terms of sale and delivery Interpretation "Buyer" means the person who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller. "Seller" means Gram Commercial A/S registered in Denmark. Every delivery is based on the following terms of sale and delivery: Unless a written approval has been given by Gram Commercial A/S, any deviation that might be mentioned in the Buyer's order shall be regarded as invalid. Prices Prices agreed upon are exclusive of VAT and import duties, and unless otherwise agreed, the prices are ex works Vojens, Denmark. Changes in current prices, e.g. prices of freight, that may arise after the confirmation of order and that effectively increase the Seller’s prices, will be debited as an increase in the prices agreed upon. Payment Payment is effected in accordance with the terms of payment agreed upon. The Seller reserves the right to change the terms of payment if the Buyer's solvency is weak. Any delay of payment gives the Seller the right to postpone further deliveries, and release the Seller from any contractual obligation. Any counterclaim, e.g. concerning claims on the delivery, does not give the Buyer the right to delay any of the payments. Payment later than agreed date causes calculation of interest. Interest is calculated at the rate of the current Danish Bank Rate plus 5%. Retention of Ownership The shipment remains the Seller’s property until payment is fully effected to the extent that such a retention of ownership is valid according to law. Time of Delivery An order is not effective until a written confirmation is received. The time of delivery is to be counted from the day when full agreement about the execution of the order has been reached. Any delay in the time of delivery does not entitle the Buyer to compensation of any kind. Gram Commercial's Responsibility The Seller’s responsibility for the goods stops and the risk is given to the Buyer at the delivery to a transport company, mail or other carrier. Consequently the Seller is not responsible for damage occurring during transport. Transport insurance is only taken out when the Buyer instructs it, and it is at his expense. It is the Buyer's responsibility that the Goods delivered are suitable for the purpose. Claims of any defects must be notified to the Seller within seven days from the date of delivery. If the Seller recognises a claim, the responsibility is limited to the value of the product, and can always be satisfied by another delivery of the quantity discarded. Compensation for the Buyer's eventual costs in connection with a claim is not relevant to the Seller. Warranty 2 year part warranty. Return Eventual return of goods can only take place after previous arrangement with the Seller. Eventual returns are at the expense and risk of the Buyer. Cancellation Cancellation or change of an order can only take place after written approval from the Seller. The Buyer can be made financially responsible for costs in connection with any cancellation or change. Offer A written offer is valid for four weeks from date of offer unless otherwise stated on the written offer. Responsibility for damage caused by the Goods The Seller is only responsible for damage to persons if it can be proved that the damage is caused by defects or negligence from the Seller or others of whom he is responsible. The Seller is not responsible for damage to property and personnel that occurs while the Goods are in the Buyer's possession. The Seller is also not responsible for damage to products produced by the Buyer or to products of which these are part. The Seller is not responsible for loss of profits, loss of earnings or other indirect losses. To the extent that the Seller might be responsible for the Goods to a third party, the Buyer is obliged to indemnify Seller to the same extent, as the Seller's responsibility is limited in accordance with the two previous paragraphs. If the third party makes a claim to one of the parties about responsibility of compensation in accordance with this paragraph, this party should immediately inform the other. Force Majeure If delivery is delayed because of force majeure the Seller is released of responsibility, and reserves the right to cancel the agreement completely or partially, or postpone the delivery with the delay caused by the obstacle. Force majeure includes among other things labour conflicts and any other circumstance that the parties cannot control, such as fire, war, mobilization or unexpected military service to the same extent, requisition, confiscation. Currency restrictions, rebellions and trouble, absence of transporting methods, general scarcity of goods, restrictions on motive power and lack of or delay of deliveries from suppliers due to circumstance mentioned in this paragraph. Venue For both parties the Maritime and Commercial Court in Copenhagen is the governing venue.
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