Sales terms

Standard terms and conditions for sale

1. General
These conditions of sale shall apply to any customer/supplier relationship between you and Eskesen A/S (ESKESEN) in the absence of any other written agreement made out by us concerning one or more of the below stated conditions of sale.

The buyer’s mention of special terms in correspondence, orders, etc. shall not be deemed a deviation from the below terms, unless ESKESEN has accepted such special terms in writing.

2. Offer and Acceptance
Sales offers shall not be binding on ESKESEN. The sales agreement is not final until an order confirmation has been sent.

3. Hindrances and Delay in Delivery
ESKESEN shall assume no responsibility for such hindrances or delays in delivery that are caused by war, blockade, strike, lock-out, failing transportation facilities, fire, flooding, extraordinary wind and weather conditions, import and export bans, failing supplies or any other cause outside ESKESEN’s reasonable control, including difficulties of supply from the sub-suppliers of ESKESEN. ESKESEN’s exemption from liability shall apply even where it will be possible to get a similar product from other suppliers than the supplier which normally delivers the offered goods or the goods covered by the order confirmation.

4. Delay
The buyer will be informed about any delays. Delivery within 2 weeks shall not be deemed a delay unless otherwise agreed between the parties. Where delivery has not taken place before the expiry of 2 weeks after the agreed delivery date due to matters for which Eskesen is responsible, however, see item 3, the buyer shall be entitled to cancel the agreement where time is of the essence to the buyer.

The buyer shall not be entitled to make further claims, including claims for compensation, with reference to late delivery, unless agreed between the parties.

5. Defects
The buyer shall be obliged to check and inspect the goods at delivery. Complaints must be made in writing no later than 8 days after receipt of the goods with a specification of the defects found. Failing this the buyer shall be prevented from relying on both quantitative and qualitative defects which the buyer has discovered or ought to have discovered at receipt of the delivery.
With respect to defects which could not have been discovered by the buyer or which the buyer ought not to have discovered under the buyer’s inspection, the buyer shall inform ESKESEN thereof no later than 8 days after such defect was or ought to have been discovered.
Where a complaint has been made in due time Eskesen shall in the event of quantitative defects and delay of part of the delivery be entitled to supply later. In the event of quality defects Eskesen shall be entitled to remedy the defect or to make a new delivery. Repair shall not be made without prior agreement with Eskesen.
Eskesen shall not assume any liability for indirect loss, including – but not limited to – operating loss and loss of profit, loss of working hours and consequential costs as such resulting from the defect.

6. Product Liability
ESKESEN shall not be liable for damage to real property and chattel caused by a defective product occurring while the sold item is in the possession of the buyer. Furthermore, ESKESEN shall not be liable for damage to products manufactured by the buyer or to products of which they form part nor for damage to real property or chattel caused by such products as a consequence of the sold product.
To the extent that ESKESEN assumes product liability in relation to third parties the buyer shall be obliged to indemnify ESKESEN to the same extent as ESKESEN’s liability has been limited under this clause.
Where a third party makes a claim against one of the parties for payment of damages with reference to the provisions on product liability the party in question shall immediately inform the other party thereof. The parties shall be mutually liable to be sued/be joined as a party to the proceedings before the court/tribunal administering such claim for damages. However, the relationship between ESKESEN and the buyer shall always be settled according to this Agreement, see item 1.
ESKESEN shall not assume any liability for direct loss, including but not limited to – operating loss and loss of profits, punitive damages and consequential costs as such resulting from a defective product.

7. Samples
Lay outs, works of art, reproductions and movie material produced by ESKESEN shall remain ESKESEN’s property, also after delivery to the buyer. The buyer shall not use such material unless written approval has been obtained.

8. Intellectual Property Rights
Orders for which the buyer or third parties hold intellectual property rights will be effected by ESKESEN at the risk of the buyer. In such situations the buyer shall declare to ESKESEN that the buyer is entitled to have the order effected as for any kind of intellectual property right, including - but not limited to – copyright, design rights, utility model rights and trade mark rights. The buyer shall carry full liability for any infringement of third party rights. The buyer shall be obliged to compensate ESKESEN for any loss suffered by ESKESEN resulting from an alleged, or established in legal proceedings, infringement of third party intellectual property rights or other rights arising out of use of the order, including reasonable costs for financial advise.
Eskesen reserves the right to use any graphic designs produced for products and/or samples, in our own sales promotion and marketing of the Original Floating Action products and acrylic products and to reproduce these designs in e.g. but not limited to physical products, electronic or printed advertising.

9. Tolerances
ESKESEN reserves the right to deliver and invoice up to 10 per cent more or less than the quantity ordered.

10. Dispatch
Delivery shall be made ex ESKESEN’s offices in boxes and the goods will be forwarded at the buyer’s account and risk. The mode of transportation will be decided by ESKESEN and at its discretion without responsibility for any differences in freight and postage.

11. Insurance
Unless otherwise agreed between the parties, ESKESEN shall be entitled to take out an insurance at the expense of the buyer – including against fire, water damage, burglary and damage in transit – in an amount equalling ESKESENs sales price to the buyer plus 10 per cent.

12. Terms of Payment
Unless otherwise agreed between the parties payment shall be made prior to production as stated in the order confirmation. Payment shall be made in the currency stated in the order confirmation. In the event of payment later than the agreed term of payment the buyer shall be obliged to pay interest at a rate of 1.5 per cent for each month commenced until payment is made. Calculation of default interest shall not prevent ESKESEN from claiming compensation for any further loss resulting from the buyer’s breach of his duty to pay.
In the event of the buyer’s breach of his duties, the seller shall be entitled to stop all deliveries of orders from the buyer and to cancel previous acceptances relating to credit times both for the deal in question and for other trade.

13. Cancellation
Cancellation of orders will not be accepted except by special agreement. Orders for goods already manufactured cannot be cancelled. Partially completed orders may only be cancelled against payment of full compensation, including for material, working hours and loss of profit.

14. Governing Law and Venue
Any dispute arising out of the contractual relationship between the parties shall be settled pursuant to Danish law. The Maritime and Commercial Court in Copenhagen shall be the proper venue for both parties.