General terms of sale and delivery

Introduction
1. EMBACOLLAGE’s general terms of sale and delivery shall apply to all offers, sales and deliveries unless otherwise agreed in writing between the customer and EMBACOLLAGE.
2. In the event that EMBACOLLAGE’s general terms of sale and delivery will not adequately cover offers and the sale and delivery of graphic products (printed matter, products with individual print and custom-made products), the graphic industry’s general terms of sale and delivery shall apply.
3. In the event of any discrepancy as to the buyer’s standard terms of business, EMBACOLLAGE’s general terms of sale and delivery shall take precedence.
4. EMBACOLLAGE reserves the right to use custom-made customer products as a reference – for instance at exhibitions and in catalogues. Where this is not acceptable, we must be informed thereof in writing at the placing of the order.
Offer and acceptance
1. Offers submitted by EMBACOLLAGE are based on the wage rates and material prices applicable on the date of the submission of the offer and shall not become binding until the date of EMBACOLLAGE’s submission of an order confirmation or, in the event that no order confirmation is submitted, on the date of order execution.
2. The buyer’s terms of purchase, if any, shall be without legal effect, even though EMBACOLLAGE has not expressly disclaimed such terms.
Prices og price adjustment
1. Where nothing else has been stipulated, all prices shall be exclusive of VAT and any duties in force.
2. Prices stated in an EMBACOLLAGE order confirmation shall be binding.
3. EMBACOLLAGE reserves the right to adjust prices without notice.
Terms of payment
1. Net cash on delivery if nothing else has been agreed in writing.
2. In the event of buyer’s late payment, EMBACOLLAGE shall be entitled to charge a monthly default interest rate of 1.5% as from the due date plus reminder fees and collection charges, if any.
3. Purchase on credit shall only be granted on the provision of a written agreement thereon, in which case section 5 shall apply.
Purchase on credit
1. EMBACOLLAGE may grant credit on payment on the provision that a written agreement to this effect has been entered.
2. As a prerequisite condition for credit granting, the buyer shall be under an obligation to state:
  Name of company/firm
  CVR no.
  Address
  Zip code and city
  Telephone no.
  Bankers
  Corporate form
3. Further, for privately owned firms, the statement of owner’s name plus his/her two most recent home addresses shall be required.
4. In the event of the buyer being granted credit, the buyer shall be under an obligation to immediately inform EMBACOLLAGE of any change of address.
5. Other terms of credit agreement shall be set out in the Trading Agreement between the buyer and EMBACOLLAGE.
Delivery
1. We deliver from day to day in all of Denmark. Unless otherwise agreed in writing, the payment of freight charges pertaining to deliveries shall be the buyer’s responsibility.
2. Delivery shall take place to a location designated by the buyer.
3. In respect of production orders and orders of custom-made products, EMBACOLLAGE shall reserve the right to a +/- 20% quantity variance.
Delivery date
1. In general, orders placed before 2:00 p.m. will be delivered on the following day, unless other dates of delivery are agreed upon in writing.
2. In the event of an EMBACOLLAGE order confirmation, the delivery date set out here shall apply.
3. Where EMBACOLLAGE’s timely date of delivery is obstructed by circumstances such as described in section 9 (force majeure), the date of timely delivery shall be postponed for a period of time equal to the duration of the obstruction. However, both parties shall be entitled to cancel the agreement in writing and exempt from liability when the duration of the obstruction has exceeded a period of more than 30 days.
4. Where EMBACOLLAGE’s timely delivery is obstructed by circumstances owing to the buyer’s state of affairs, the date of timely delivery will be postponed by a period equal to the duration of such obstruction.
Identification and notification of defects
1. It shall be the buyer’s responsibility to inspect the supplied goods immediately upon delivery and, without delay and no later than 8 days after reception, to notify EMBACOLLAGE of any flaws or deficiencies discovered.
2. In the event of the buyer’s omission to give notification, in pursuance of section 8.1, of any such visible flaws or deficiencies as the buyer has discovered, or should have discovered, the buyer shall forfeit his entitlement to bring such notification of defect to bear.
3. In the event of the identification of any defects in respect of the delivery, EMBACOLLAGE shall be entitled and under an obligation to make a replacement delivery or, where feasible, to remedy the defect.
4. In case of such visible flaws and deficiencies pertaining to the delivery which have occurred in connection with transportation, the buyer shall be under an obligation to notify the relevant transport operator thereof and, also, to ensure that, with his signature, the driver makes a note of the identified flaws and deficiencies on the bill of carriage.
5. Any claim, other than what is set out in section 8.3, such as e.g. demands made for cancellation, price reduction, compensation for direct as indirect loss, shall be of no concern to EMBACOLLAGE, unless the buyer can substantiate gross negligence on the part of EMBACOLLAGE.
Product liability
1. EMBACOLLAGE can solely be held liable for personal injury or material damage to such extents as are stipulated in the Danish product liability legislation, Act No. 371 of 7th June 1989 with any amendments, cf. EU the directive (ADIR 1985,374).
2. To the extent that EMBACOLLAGE might incur product liability to a third party, the buyer shall be committed to indemnify EMBACOLLAGE to an extent equal to EMBACOLLAGE’s limitation of liability such as it has been set out in section 12.
Force majeure
1. The parties’ obligations in pursuance of these present terms of sale and delivery and pursuant to any other agreement that may be entered shall only subsist on the precondition that the fulfilment of obligations is not obstructed or made unreasonably difficult or costly as a result of circumstances outside the parties’ control and which, on the entering of the agreement, the parties were unable to foresee (force majeure), such as e.g. – but not limited to – mobilisation, war, blockade, rebellion, energy crisis, epidemics, government intervention – comprising embargo on imports and exports, the introduction of deposit schemes, conflicts – comprising conflicts at EMBACOLLAGE, fire and the breakdown of machinery.
2. The provision set out in section 10.1 shall similarly apply in the event of delayed, insufficient or lacking deliveries from subcontractors owing to circumstances as set out in this section.
3. In the event that one of the parties should claim force majeure this party shall, without undue delay, inform the other party thereof in writing.
Returning
1. EMBACOLLAGE shall solely take back delivered goods upon prior agreement together with a copy of the invoice and only on the provision that such goods are returned, unused, undamaged and in their original packaging, no later than 30 days after delivery. Seasonal products cannot be returned.
2. Products that are specifically purchased and/or manufactured cannot be returned.
3. The return of goods shall be at the buyer’s expense and risk.
4. The buyer shall be credited the full amount exclusive of carriage and handling charges and with the deduction of a 15% crediting charge.
Limitation of liability and exclusion of liability
1. EMBACOLLAGE’s liability for defective performance and product liability shall be limited to what is set out in sections 8 and 9.
2. EMBACOLLAGE’s liability to pay damages to the buyer can never exceed an amount equal to the invoiced amount pertaining to the sold delivery.
3. EMBACOLLAGE disclaims all responsibility for any indirect loss, comprising trading loss as well as the loss of time and profits.
4. EMBACOLLAGE and the buyer shall be under a mutual obligation to inform each other about any claim for damages that is brought against one of the parties by a third party in respect of a delivery that is subject to these present provisions.
Applicable law and disputes
1. Any dispute arising from these present terms of sale and delivery or resulting from an agreement that is comprised by these present terms of sale and delivery shall be settled in accordance with Danish law which shall further by applied in the settling of any matters concerning the formal approach in the examination of the subject of sale, any time limits for such examination and the precautions to be taken in the event of the product being rejected. However, the provisions set out in the international sale of goods legislation, »Convention on Contracts for the International Sales of Goods« shall not apply.
2. The Danish Maritime and Commercial High Court in Copenhagen shall constitute the legal venue, albeit EMBACOLLAGE shall be free to decide whether a dispute may be settled at the buyer’s legal venue or by arbitration pursuant to the Danish law on arbitration.