General Terms Of Sale And Delivery

Preamble

1.1.
These general terms shall apply with respect to any trade between Riegens A/S (hereinafter referred to as Riegens) and its customers (hereinafter referred to as the “Customer”), unless otherwise specifically agreed in writing.

Conclusion and scope of agreement

2.1.
Riegens' offers are non-binding and the Customer’s acceptance of offers does not constitute an agreement. An agreement is concluded, when Riegens has issued invoice or order confirmation and on the conditions stipulated or referred to therein.
2.2.
Technical data, photos, drawings and other product information contained in Riegens' brochures and other material and information etc. may not be relied upon by the Customer, unless to the extent Riegens has specifically referred thereto in its invoice or order confirmation.
2.3.
The Customer shall supply Riegens with all information, technical specifications, drawings and other documentation necessary for Riegens' fulfillment of the order.

Prices. Payment

3.1.
Payment shall be effected in the currency stipulated in the invoice/order confirmation. Prices are exclusive of taxes, VAT and other dues. Riegens may subsequently adjust prices in case of variations in material prices, wages, transport costs, taxes, dues, exchange rates etc.
3.2.
Payment shall be made in cash and upon delivery, unless otherwise specifically accepted by Riegens. Riegens may require prepayment. Riegens is entitled to charge 1,5% interest per month or part thereof on any overdue amount.
3.3.
The Customer is under no circumstances entitled to retain payments or clear debts by set-off. This applies irrespective whether the Customer’s counterclaim arises from the same agreement or from other legal matters.
3.4.
In case of late payment Riegens is entitled to postpone delivery of all its orders both under the same agreement and under other agreements and to cancel some or all agreements.

Retention of title

4.1.
All goods and material supplied by Riegens shall remain the property of Riegens until payment has been made in full.

Safety standards

5.1.
Riegens warrants that the goods comply with all applicable EEC-safety standards as in force at the time of delivery. Riegens undertakes no responsibility as to any possible non-compliance with national or other standards/regulations.

Delivery. Delay

6.1.
Delivery is effected “ex works”. Incoterms (as in force at the time of delivery) shall apply.
6.2.
The agreed time of delivery is based on Riegens' receipt from the Customer of all relevant and necessary information and documentation on time. If not received by Riegens on time, the time of delivery shall be automatically extended proportionally and by written notice to the Customer, Riegens shall be entitled to postpone the time of delivery or cancel the agreement. The same shall apply, if delivery is delayed by circumstances, which under clause 9 are to be considered ground for relief.
6.3.
In case of late delivery the Customer shall be entitled to claim compensation for his direct loss caused by the late delivery provided and to the extent, the delay is due to Riegens' negligence. However, the Customer shall under no circumstances be entitled to claim compensation for loss of profit, loss of production or any other consequential loss or damage. The Customer’s claim for compensation cannot exceed 2% of the contract price for the delayed part of the order for every full week of delay, however in no event more than 10% of the contract price for the delayed part of the order. The claim for compensation must be lodged in writing by the Customer within 4 weeks after the agreed time of delivery. Otherwise the right to compensation is forfeited.
6.4.
In case a delivery is late by more than 4 weeks, the Customer may by written notice to Riegens demand delivery within a reasonable period of time, which shall not be less than 2 weeks. In case Riegens fails to deliver within such period and this is not due to any circumstance for which the Customer is responsible, the Customer may by written notice to Riegens terminate the agreement. Such termination does not entitle the Customer to claim further compensation from Riegens than set forth in clause 6.3..
6.5.
Riegens shall be responsible for delay exclusively to the extent such responsibility is stipulated in this clause 6. The remedies described in this clause 6 are the exclusive remedies available to the Customer in case of late delivery.

Defects

7.1.
Riegens is responsible for defects exclusively to the extent, that the defect is attributable to faulty design or defects in material or workmanship .
7.2.
Riegens ' supplies shall be carefully examined and tested by the Customer upon receipt. The Customer shall forthwith and within 8 days after a defect has or ought to have appeared give written notice to Riegens thereof. Otherwise the Customer’s rights under this clause 7 are forfeited. In no event Riegens shall be liable for defects for which Riegens has not been notified of within 2 years after delivery.
7.3.
In the event of a defect for which Riegens is responsible, Riegens shall remedy the defect by repair or replacement. At Riegens' request the Customer shall at its own cost and risk return the product to Riegens or elsewhere, as instructed by Riegens. If a defect, for which Riegens is responsible, is detected, Riegens shall reimburse the Customer its reasonable transportation costs. If no defect is detected, the Customer shall pay an examination fee to Riegens and shall further reimburse Riegens of any cost incurred. The defective part is the property of Riegens and shall be forwarded to Riegens at Riegens' request.
7.4.
If Riegens fails to fulfil its obligations under clause 7.3. within a reasonable time, which cannot be less than 3 weeks, the Customer may by written notice require remedy within a final reasonable time limit, which cannot be less than 2 weeks. If Riegens fails to remedy within the final time limit and to the extent such defect is attributable to Riegens' negligence the Customer shall be entitled to claim compensation for his direct loss. However, the Customer is not entitled to claim compensation for loss of profit, loss of production or any other consequential loss and the Customer's claim for compensation cannot exceed 10% of the contract price for the defect part of the supply. The claim for compensation must be lodged in writing by the Customer within 4 weeks after the above final reasonable time limit. Otherwise the right to compensation is forfeited.
7.5.
Riegens shall be responsible for defects exclusively to the extent such responsibility is stipulated in this clause 7. The remedies in this clause 7 are the exclusive remedies available to the Customer in case of defects.

Liability for damage to property

8.1.
The Customer shall indemnify and hold Riegens harmless to the extent that Riegens incurs liability towards any third party in respect of any damage, for which Riegens is not liable towards the Customer according to clause 8.2 and 8.3
8.2.
Riegens shall not be liable for loss or damage caused by Riegens' supplies and work
a) to any (movable or immovable) property where the damage occurs while the goods and materials are in he Customer’s possession, or
b) to products manufactured by the Customers to products of which the Customer’s products form a part or for loss or damage to any property, where the damage is caused by these products because of properties in the goods.
8.3.
Riegens shall under no circumstances be liable for loss of production, loss of profit or any other consequential economic loss.
8.4.
The above limitations in Riegens' liability shall not apply where Riegens has been guilty of gross negligence.
8.5.
If a claim for loss or damage as described in this clause is raised by a third party against either Riegens or the Customer either party shall forthwith notify the other party thereof.
8.6.
Riegens and the Customer shall be mutually obligated to let themselves be summoned to the court or arbitral tribunal which examines claims against either of them, where the claim is based on damage alleged to have been caused by Riegens' supplies or work. The liability as between Riegens and the Customer shall, however, always be settled in accordance with clause 10.

Grounds for relief (force majeure)

9.1.
Any circumstance beyond the control of Riegens shall be considered as grounds for relief. This includes but is not limited to late performance or non-performance or breach of contract by Riegens' sub-suppliers or freight forwarders, war, riots, intervention by governments or local authorities, strikes, lockouts, export and import restrictions, bad weather conditions, fire, lack of raw material, man power or energy supplies or break-down of machinery.

Venue and governing law

10.1.
Any dispute between Riegens and the Customer must be settled in accordance with Danish law and by lawsuit at Riegens' home court in Denmark - or at Riegens' choice - at the Customer’s home court.