TERMS OF SALE

OVERVIEW

1. APPLICATION
These General Conditions of Sale and Delivery shall apply to all orders or contracts entered into by ZPD A/S and the Purchaser. Any deviation from the General Conditions of Sale and Delivery shall be subject to written agreement between the parties. Any general conditions of purchase of the Purchaser shall not be recognized, unless approved in writing by ZPD A/S (hereinafter referred to as “Seller”). 

2. PURCHASE ORDERS
All purchase orders shall specify as a minimum the type, quantity and quality/grade of goods required, applicable unit prices, delivery place, required delivery dates, as well as necessary analysis, documents and specifications.

The order is not valid until the order is confirmed by ZPD A/S.

3. PRICES AND PAYMENT
Outside of Denmark the valid unit price is exclusive of taxes and other charges. Seller reserves the right to change the sales price in case of sudden price increase or decrease in the prices of energy, raw materials or other materials necessary for the manufacture of the goods ordered by Purchaser occurring prior to the agreed date of delivery. This with a notice of minimum 30 days.

Unless otherwise agreed, the purchase sum falls due for payment according to the clauses agreed. In the event of delayed payment, interest at the rate of 1.5 % of the purchase sum will be added for each month started, until payment is executed.

If – in the opinion of Seller – the Purchaser’s ability to pay is impaired after conclusion of the contract or once performance hereof has commenced, Seller is entitled to demand security for payment of the purchase sum or pre-payment hereof respectively. 

4. DELIVERY
The parties’ agreement on transport, costs of transport and the passing of the risk appears from the order confirmation, and all delivery terms shall be interpreted in accordance with the INCOTERMS latest published by the International Chamber of Commerce.

The quantities stated in shipping documents such as bills of lading, seaway bills, liner-way bills, and freight receipts, shall be deemed correct unless proven incorrect.

Any delay in delivery is to be solved in the best way between Seller and Purchaser.

5. ACCEPTANCE OF GOODS / COMPLAINTS
Upon receipt of the goods, Purchaser shall inspect the same, by analysis. Any claims concerning the quality or quantity of the goods delivered, shall without undue delay, be submitted by Purchaser to Seller within 8 days from the date of receipt of the goods, stating all the specification of the goods. Purchaser is responsible of proving discrepancy. Goods are not to be returned to Seller without prior written consent of Seller. Purchaser is obligated to keep the goods in good condition.  

6. TRANSFER OF TITLE
The right of property in the goods delivered shall remain vested in Seller until the purchase sum has been paid in full. During the period the property is still vested in Seller, Purchaser shall hold the goods in trust for Seller. If Purchaser fails to pay the purchase sum of the goods in accordance with the payment terms stated on the invoice, Seller shall have the right to repossess the goods, without any prior notice being required. Purchaser is obligated to keep the goods in good condition.

7. FORCE MAJEURE
Seller shall not be liable for delay in delivery as a result of force majeure, for example but not limited to strike, civil unrest, war, natural catastrophes, government intervention, outbreak of diseases among livestock, break-down of machinery and plant start-up problems and similar major obstacles to effecting delivery, whatever the nature hereof. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control.

The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. 

8. LIMITATION OF LIABILITY
Seller shall not be liable for any claims based on our compliance with your specifications or instructions or modification or alteration of any goods by parties other than us, or use in combination with other goods.

Any loss of earnings, loss of profit, goodwill and other direct or indirect loss is without liability of Seller.

Recovery from Seller for any claim shall not exceed Eur 200,000.00 giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

Product liability applies to the, at all-time current, rules under Danish law.

Any disagreement between Purchaser and Seller are to be settled under the rules of Danish law at the local jurisdiction of Seller.