General terms and conditions of sale and delivery
1. Scope of Application of the Terms and Conditions
These General Terms and Conditions shall, along with the order confirmation, apply to all agreements entered into between Mirit Glas A/S (“Mirit”) and the Buyer (jointly also referred to as “the Parties”), unless otherwise expressly agreed in writing by the Parties.
2. The Agreement
Quotations/offers made by Mirit are valid for 30 days from the date of quotation, unless otherwise expressly agreed. An agreement is not binding before the Buyer has received confirmation of the order from Mirit.
Modifications of or deviations from the Agreement shall be agreed in writing (viz. a document signed by the Parties, or by letter, fax, electronic mail or by such other means as are agreed by the Parties).
3. Technical Specifications
All information regarding dimensions, technical specifications as well as other information in brochures and other printed materials is to be regarded as approximate and not binding for Mirit, unless they are specifically included in the Agreement by reference.
Samples should be regarded as specimen of type. The Buyer cannot object should the delivered Goods not match a specimen of type.
Specifications submitted by the Buyer is the responsibility of the Buyer.
4. Drawings and Descriptions
All drawings and technical documents relating to the Goods or its manufacture submitted by one party to the other, prior or subsequent to the formation of the Agreement, shall remain the property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided.
They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
All prices, including price lists compiled by Mirit, are day-to-day prices and are exclusive of packaging, tax and customs or any other surcharges, environmental fees and energy surcharges which may apply. Mirit reserves the right to change price lists and other printed material as and when it sees fit.
All quotes are subject to legislative changes. Taxes, customs and the like will be charged in accordance with the rates applicable at the time of application.
Unless otherwise expressly agreed, Mirit will charge all packaging costs to the Buyer.
7. Delivery, Passing of Risk and Transport Insurance
Any agreed trade term shall be construed in accordance with the INCOTERMS in force at the formation of the contract. Unless otherwise expressly agreed, the Goods are delivered Ex Works (EXW), which means that the passing of the risk occurs when the Goods become available to the Buyer at the warehouse at Mirit.
If it is agreed that Mirit undertakes to send the Goods to a destination of the Buyer’s choice, all costs related to the transport of the Goods shall be met by the Buyer, and the transport of the Goods from the warehouse to the final destination happens at the Buyer’s risk. Transport insurance shall be arranged by Mirit on behalf of the Buyer.
8. Payment and Retention of Title
Terms of payment will appear in the order confirmation, and payment instructions are found in the invoice. Interest on unpaid invoices and reminder fees will be charged and the interest rate on overdue payments is calculated in accordance with the Danish Act on Interest (“Renteloven”).
To the extent valid under applicable law, the Goods shall remain the property of Mirit until paid for in full, and the account of Mirit has been fully and irrevocably credited with the amount. At the request of Mirit, the Buyer shall assist in taking any measures necessary to protect the title to the Goods in the country concerned.
9. Time of Delivery and Delay
Time(s) of delivery as detailed in the offer and order confirmation is approximate, unless otherwise expressly agreed by the Parties in writing.
All delivery deadlines are calculated from, at the earliest, the date on which Mirit is in receipt of all information necessary for the commencement of the order. Sundays, bank holidays and company holidays in general are not included when deadlines and delays are calculated.
Mirit shall not be held liable for delay, caused by circumstances Mirit has no influence on, including but not limited to force majeure, failure of contractual delivery from sub-contractors (notwithstanding the reason hereof), export/import restrictions, strike, lockout, war, fire as well as forces of nature uncommon for the season in which they occur.
Should delay occur due to any of the events or circumstances listed above, the time of delivery will be extended by a period which is reasonable having regard to all the circumstances in the case. This provision applies regardless of whether the reason for the delay occurs before or after the agreed time of delivery, and the Buyer shall not be entitled to bring a claim for breach of contract.
In the event of the occurrence of delay for which Mirit can be held responsible, the Buyer is entitled to seek remedies applicable to sales of goods under Danish law. Regarding claims for damages, however, the Buyer shall under no circumstances be entitled to claim damages for loss of time, loss of production, loss of earnings, loss of profit or any other form of direct or indirect or consequential losses which may have arisen as a result of such delay. An award of damages shall never exceed the price agreed by the Parties for the Goods in question.
10. Defects, Duty of Inspection and Notice of Defects
Pursuant to the provisions of these General Terms and Conditions and to applicable Danish Law, Mirit shall remedy any defect resulting from faulty design, materials or workmanship for which Mirit is liable. The Buyer commits to undertake a thorough inspection of the Goods upon receipt. Defects, if any, shall be documented and notice hereof given to Mirit without delay. The Buyer shall not be entitled to claim damages or any other remedies in connection with defects, which could have been discovered under such an inspection but were not. Once the Buyer has acknowledged receipt of the Goods – without giving notice of defects – this shall be regarded as acknowledgement from the Buyer that the Goods are without defects and that the Goods correspond with the Agreement entered into by the Parties.
Should the Buyer become aware of a defect, after the delivery of the Goods, which could not have been discovered when the Buyer carried out the inspection of the Goods, the Buyer is under obligation to give notice of the defect without delay to Mirit. The notice shall contain a description and documentation of the defect.
Mirit shall be notified of the defect no later than 6 months after delivery has taken place. If this deadline is not adhered to, the Buyer forfeits his right to make any claims in relation to said defect. – When a defect has been remedied, Mirit shall be liable for defects in the repaired or replaced part under the same terms and conditions as those applicable to the original Goods for a period of 6 months.
Any claim or notice of defects in Goods lodged by the Buyer shall not entitle the Buyer to withhold payment for the Goods subject of such claim or notice. Should a claim or notice of defects of Goods be successful, Mirit is entitled to re-deliver said Goods. Mirit has fulfilled its obligations in respect of the defect when a duly repaired or replaced product is delivered to the Buyer. The Buyer shall not be entitled to other remedies in connection herewith or to claim damages from Mirit.
In the event of a defect for which Mirit is liable without having executed its right to re-delivery, the Buyer is entitled to seek remedies applicable to sales of goods under Danish law. Regarding claims for damages, however, the Buyer shall under no circumstances be entitled to claim damages for loss of time, loss of production, loss of earnings, loss of profit or any other form of direct or indirect or consequential losses which may have arisen as a result of such defect. An award of damages shall never exceed the price agreed by the Parties for the Goods in question.
Should national legislation be amended after the time of delivery, with the result that changes to the Goods are required to ensuring compliance with such new legislation, this not the responsibility of Mirit in any regard, regardless of whether such amendments of legislation occur within the deadline of notice of defects. Should such amendment be passed prior to delivery, Mirit reserves the right to adjust the price and delivery time accordingly.
11. Product Liability and the Allocation hereof between the Parties
All questions of product liability which may arise shall be resolved in accordance with the mandatory provisions in the Danish Act on liability for defective products (‘Produktansvarsloven’), which implements directive 85/374/EEC.
Except when mandatory provisions in ‘Produktansvarsloven’ stipulate otherwise, Mirit shall not be held liable for any damage to property caused by the Goods after they have been delivered to the Buyer and whilst in his possession. Nor shall Mirit be held liable for damages to products manufactured by the Buyer or to products in which such products form part.
Under all circumstances, Mirit cannot be held liable for loss of time, loss of production, loss of earnings, loss of profit or other direct or indirect or consequential losses which may arise, except when this follows from mandatory provisions in ‘Produktansvarsloven’.
Mirit’s liability for damage to property shall not exceed DKK 1,000,000.00 for any one event of damage.
The Buyer is obliged to renounce product liability to the extent legally possible in his contracts with third parties regarding the Goods, thus reflecting the limitations laid down in this Agreement. In addition, the Buyer is obliged to take out comprehensive product liability insurance that covers any claim of product liability that the Buyer may be held liable for.
If Mirit is held liable towards any third party for damage for which Mirit is not liable according to the provisions of this Agreement, including but not limited to damages in excess of the liability amount cap, the buyer shall indemnify, defend and hold Mirit harmless.
If a claim for damage based on product liability is lodged by a third party against one of the Parties, the latter party shall forthwith inform the other party thereof in writing. The Parties shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal against one of them on the basis of damage allegedly caused by the Goods. The liability between the Parties shall, however, always be settled according to this Agreement.
Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof – which cannot be amicably solved by negotiations between the Parties – shall be settled by mediation administrated by The Danish Institute of Arbitration in accordance with the rules on mediation adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
If the mediation proceedings are terminated without a settlement, the dispute shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Copenhagen. The language to be used in the proceedings shall be English, unless otherwise agreed in writing between the Parties.
12. Applicable Law
This Agreement shall be governed by Danish Law.