GENERAL CONDITIONS OF SALE AND TERMS OF DELIVERY
The general conditions of sale and terms of delivery given below apply to all orders and supplies to the extent they have not been deviated from by way of Roll-o-Matic A/S’s written order confirmation. Furthermore, the Orgalime S 2001/ Orgalime SE 2001 apply to the extent the terms and conditions contained therein have not been deviated from by way of Roll-o-Matic A/S’s order confirmation or these general conditions of sale and terms of delivery. The above also applies to service work.
The adoption by reference of Orgalime S 2001/Orgalime SE 2001 does inter alia include that:
- Roll-o-Matic A/S retains title to any delivery until such delivery is paid for in full.
- Neither party shall be liable to the other party for any consequential or indirect loss.
- Roll-o-Matic’s liability for damage/loss caused by delay or defects in the delivery or for damage caused by the delivery is limited in accordance with the Orgalime provisions.
Unless otherwise stated, all offers made by Roll-o-Matic A/S are valid for 30 days from the date of the offer, subject unsold. There is no final agreement between the parties until Roll-o-Matic A/S has given its written acceptance.
3. Orders, deliveries
The prices stated are exclusive of VAT and any other taxes or duties, and subject to any modifications made to public taxes or duties as well as to exchange rate fluctuations. All orders are supplied at the confirmed price and time, the stated times of delivery being a best estimate. If Roll-o-Matic A/S finds that the agreed time of delivery cannot be complied with, or that a delay must be considered likely, the buyer will be informed accordingly, and if at all possible the buyer will be informed of the time when delivery is expected to be made.
If the buyer does not comply with the agreed terms concerning payment of the purchase sum, Roll-o-Matic A/S is entitled to cancel the purchase or hold back the supply wholly or in part; also, Roll-o-Matic A/S is entitled without notice to alter the terms of payment for future supplies, including supplies under any other agreements made between the parties.
4. Transition of risk
Unless otherwise agreed in writing, all deliveries are made FCA Vissenbjerg, cf. Incoterms 2010.
5. Packaging and handling charge
Packaging of the equipment is charged separately unless agreed otherwise. In the case of small orders (under EUR 200) a handling charge is added.
Unless otherwise stated in the order confirmation, the buyer must pay when Roll-o-Matic A/S places either the goods or documents controlling their disposition at the buyer's disposal.
Roll-o-Matic A/S may make such payment a condition for handing over the goods or documents. The buyer is not entitled to retain payment because of any possible counterclaims or objections that have not been accepted by Roll-o-Matic A/S.
Each party is obliged to cover its own bank fees in connection with the payment and money transaction, i.e. Roll-o-Matic A/S covers bank fees within Denmark, while the buyer covers bank fees outside Denmark. The same applies to all kind of duties and customs. In connection with cross-border deliveries and services all foreign VAT is at the buyer’s expense, while for deliveries and services within Denmark the national rules will apply.
If the buyer wishes to claim that Roll-o-Matic A/S has not made a complete supply, or that the supply is faulty or deficient, immediate written notice must be made to Roll-o-Matic A/S. If the buyer has not complained in writing within 8 days from the time of delivery, or from the time when a hidden fault could be detected, the buyer loses his right to make any claim in this connection. Liability for deficiencies can be claimed within one year from the date of delivery. The warranty is only valid if original Roll-o-Matic spare parts are used, and if a Roll-o-Matic technician makes the start-up of the machine, unless agreed otherwise.
The buyer shall send the deficient part or possibly the equipment to Roll-o-Matic A/S, freight paid by the buyer, following which the full, necessary repair will be made as soon as possible within normal working hours.
Replacement parts and repaired parts are delivered FCA. If the decision as to which part of the equipment that needs to be repaired or replaced, or a decision as to dismounting of such equipment, calls for special expertise which the customer does not command, and if it would be highly disturbing or costly to send the equipment as a whole to Roll-o-Matic A/S, alleviation will be carried out at the buyer’s plant. Travel and accommodation must be paid for by the buyer.
9. Service work
The prices quoted for service work are a best estimate on the basis of the available information and such prices are to be considered as estimates, unless otherwise agreed in writing.
10. Settling of disputes - arbitration
Any dispute that may arise out of the legal relationship established between the parties must be settled in accordance with Danish law as well as the “Rules for the hearing of cases at the Danish Arbitration Institute (Copenhagen Arbitration)”.
Either party appoints an arbitrator while the umpire of the arbitration court is appointed by the Danish Arbitration Institute. If, within 30 days of having filed or being notified of a request for an arbitration case, either party has not appointed an arbitrator, this arbitrator is also appointed by the Danish Arbitration Institute in accordance with its own rules of procedure. The arbitration court sits in Copenhagen. The language of the arbitration court is Danish.