General terms and conditions of sales and delivery for deliveries from ASAPack A/S
1) Purpose of the translation
1.1) The translation exists to aid non-Danish speaking people understand ASAPacks terms and conditions. The English translation is not useable in any court, and it is the Danish version that is legally binding.
2.1) These terms and conditions applies as a starting point in any agreement in which ASAPack is referred to as “the seller” and the other party is referred to as “the buyer”.
2.2) In the event of an individual agreement, the individual agreement cannot lessen ASAPacks rights as stated in these terms and conditions.
3) Terms for offers
3.1) Offers sent by the seller is to be understood as an invitation to make an offer “sine obligo” in regards to Danish contract acts art 9.
3.2) The invitation to make offers sent by the buyer and seller, are valid for 14 days, unless otherwise agreed.
3.3) Offers and invitations to make offers are confidential. In the event offers and invitation to make offers are shared to outside parties, the sharing party can be forced to pay compensation or liquidated damages equivalent to the invoice amount.
3.4) Until an order confirmation has been sent, there is no agreement
4) Price terms
4.1) For deliveries 3 months in the future, it is the price on the delivery date which is applicable. ASAPack reserves the rights to increase the price in the event of inflation and general price increase on the following: Raw materials, unionised hourly wage, taxes, energy prices, transport costs, the Danish krone exchange rate devalues, and other conditions that effects the delivery price, but the seller cannot control.
4.2) On orders with an invoice of less than 10.000 kr. a handling fee will be added
5) Delivery terms
5.1) The seller delivers ex works
5.2) If the goods are to be transported from ex works, it is at the cost and risk of the buyer
5.3) Has the due pickup date passed, and the buyer has yet to pick up the goods, the buyer can be subject to pay the seller storage or warehouse fees and the maintenance fees the seller has, in order to ensure the goods are still in the agreed condition.
5.4) Has 1 month passed since due pickup date and has the buyer yet to pick up the goods, the seller can economically responsibly sell the goods to a third party. If the goods are sold to a third party, the buyer is to pay the difference from the original agreement and the price sold to the third party, and to pay the warehouse, storing and maintenance fees the seller has had in the timeframe the goods are stored.
5.5) has 3 months passed since due pickup time, and has the seller not found an economically responsible buyer, the seller can destroy or dispose of the goods. The seller must inform the buyer if the items are destroyed or disposed of.
5.6) If the nature of the goods result in a significant cost for storing and maintaining the goods, the timeframes listed in 5.4 and 5.5 can be reduced.
5.7) If the goods are destroyed or disposed in accordance with 5.5 or 5.6 the buyer is still to fulfil their side of the agreement and pay for the goods and the warehouse, storage and maintenance fees.
5.8) If the seller sells, destroys or disposes of the goods in accordance with 5.4, 5.5 or 5.6 the buyer loses all rights to make complaints against the seller for damaged goods, delayed goods or other complaints.
5.9) If the order involves using the sellers’ employees to perform tasks for the buyer, the buyer cannot demand the employees to execute tasks which are not a part of the order or agreement.
6) Delay on the delivery
6.1) The buyer can only cancel the order, if the seller in gross negligence delays the delivery 30 days. If the delay is caused by something the seller cannot control, the due delivery date is never passed.
6.2) If the seller is to do successive delivery, the buyer can only cancel the order for the individual delivery, if it is delayed
7) Outside packaging and wrapping assignments
7.1) The buyer cannot make complaints about the quality or durability of packaging or wrapping assignments which are performed outside. Wind, weather and the ground conditions affect the packaging or wrapping assignment, and as such, the seller cannot guarantee the same quality.
7.2) If the buyer changes the packaging or wrapping assignment from an inside packaging or wrapping assignment to an outside packaging or wrapping assignment, without the consent of the seller, the buyer agrees that the time spent on the assignment can increase by up to twice the amount, as it is more difficult to complete the task outside.
7.3) If the packed or wrapped objects are stored outside, the seller is not responsible for the durability of the goods, if it is stored in areas with wind at higher than 13.8 m/s.
8) Examination of the goods
8.1) The buyer must examine the goods upon delivery. This examination must be done immediately and before the goods are used in any way.
8.2) If the examination is not done immediately before the goods are used, the buyer cannot make any claim for damages, if the damage could have been discovered by examining the goods upon delivery.
9) Responsibility for the goods
9.1) If the buyer does not maintain the goods responsibly or follows the sellers instructions for handling the delivered goods, or use the goods incorrectly, the buyer cannot make any damaged goods claims.
10) Buyers’ responsibility in general
10.1) If the seller is sending employees to a buyer designated area, the buyer is responsible for the working environment, working safety, and ensuring the sellers personal is not harmed during the assignment.
10.2) The buyer must instruct the sellers employees. The instruction must be clear, so the sellers’ employees do not cause damage to the object which is getting packaged or wrapped, the machinery used for the packaging or wrapping, which are not the sellers own machines, or items and objects near and around machinery or the objects getting packed or wrapped.
10.3) If the buyer fails to instruct the sellers employees, or makes unclear instructions, the buyer cannot make any claims for damages caused by the sellers’ employees.
10.4) Because the buyer must instruct the sellers employees, the buyer cannot make any claims for damages caused by the sellers’ employees on the items which are packed or wrapped or to going to be packed or wrapped, machinery used for the packing or wrapping process, and items and objects around and near the packing or wrapping items.
10.5) The buyer cannot demand any form of compensation or payment for the ordinary or extraordinary expenses, the buyer has because of the assignment
11) Sellers’ liability
11.1) The seller is only liable for what the seller is to deliver, and cannot be made responsible for anything else.
12) Buyers’ rights for complaints
12.1) Complaints must be in writing. Oral complaints are not valid
12.2) The seller reserves the right to repair damaged goods if the goods are damaged due to the sellers’ circumstance.
12.3) The buyer cannot exercise any rights for complaints, until the seller has attempted to repair the goods, or informed the buyer that repairing is impossible. In successive delivery, the repair can be at the next delivery.
12.4) The buyer cannot make any claims for any loss of profit, loss of production, or other direct or indirect losses unless the seller has acted in gross negligence
12.5) No matter what complaints, the total complaints cannot exceed the sellers’ invoice value to the buyer.
13) Cancelation or changing the agreement
13.1) After the seller has sent an order confirmation, or an agreement has been made, the buyer cannot alter or cancel the order or assignment, unless the seller consents.
13.2) If the order is containing “special products” (Items which are not in the sellers’ inventory), a buyer can never change or alter the agreement or order without sellers’ consent. If the buyer cancels or changes orders with special products without the sellers’ consent, the buyer is to pay the full price as originally agreed.
13.3) If the seller consents to cancelling the order, or changing the order, the sellers can reimburse it’s expenses from the buyer.
14) Force majeure
14.1) In the event of war, pandemic, extreme weather conditions and other force majeure the seller can choose to cancel the agreement. If the seller has delivered goods during a force majeure event, the buyer cannot make any complaints against the seller for damaged goods, wrong goods, and alike.
15.1) If the seller is to do successive delivery, payment for any given delivery, can take place after every delivery.
15.2) If the buyer fails to pay duly, the buyer is to pay for the delivery, and is also subject to pay late payment interest in accordance with the late interest payment rate at any given time. The late interest is added monthly. The calculation of late interest starts from the due date.
16) Retention of ownership
16.1) The ownership of delivered goods, does not pass to the buyer until the buyer has paid the full amount for the delivery. This includes what is from the order, but also any interest and other payments that arise which is linked to the delivery.
17) Product liability
17.1) The seller declaims any liability which is possible in accordance with the act relating to product liability.
17.2) The absolute maximum product liability claims against the seller, cannot exceed the amount which the sellers’ product liability insurance covers.
17.3) The seller is only liable for damaging the product if the damage happened because of gross negligence from the seller.
17.4) In the event the seller has used the delivered items in any liable way, the seller declaims all product liability.
17.5) In the event of a product liability case, the buyer is to keep the seller indemnified as much as possible.
17.6) In the event the seller is getting subpoenaed due to product liability, the buyer can get subpoenaed alongside the seller.
18.1) Any disagreements between the buyer and the seller, is to be decided in the sellers’ jurisdiction area, and by Danish laws.
19) In effect
19.1) These conditions take effect from 24-04-2023