Terms and conditions of sale and delivery.
1.1. These terms and conditions of sale and delivery apply for all offers, orders, order confirmations and deliveries, unless other written agreement is made between the parties.
2. Offer and price.
2.1. Unless the offer stipulates otherwise I-Wood’ offer shall remain valid for 30 days as from the date of the offer.
2.2. If documenting prior sale I-Wood shall not be bound by the delivery date stated in the offer. Instead I-Wood shall agree with the buyer on a new delivery date as close as possible to the date originally offered.
3.1. In case I-Wood assists a buyer with measuring and the like, this assistance shall only be considered a service whereby I-Wood incurs no liability.
4.1. The term of delivery is “Ex Works” according to Incoterms at I-Woods business address Fabriksvej 2, 6973 Ørnhøj, Denmark. If I-Wood arranges transportation to the business address of the buyer or to a designated building site the transport will be at the cost of the buyer.
4.2. At the time of delivery it is the responsibility of the buyer to check that the correct number of units has been supplied and that the goods are complete and undamaged. If this is not the case, it is the responsibility of the buyer to indicate this immediately in writing on the receipt note for the buyer’ carrier or to notify I-Wood direct in writing. If the buyer does not raise objections in immediate connection with the delivery, complaints/claims concerning shortages or damage in transit cannot be made at a later date.
4.3. Before fitting the units the buyer shall be obliged to ensure that the goods delivered meet the contracts terms generally. Failure to conduct quality control and/or to lodge complaints will lead to the buyer losing his right to complain.
5. Claimants’ default.
5.1. If the buyer’ circumstances cause a deferment of delivery compared to the agreed delivery date, I-Wood shall be entitled to issue his invoice as if delivery had been effected at the agreed time. In such cases the risk of loss or damage to the goods shall pass to the buyer at the originally agreed time of delivery.
5.2. In case of such deferment of delivery the buyer shall be obliged to pay I-Wood a reasonable warehouse rent.
6.1. The terms of payment will appear from I-Wood’ offer/order confirmation.
6.2. If the buyer does not meet the payment terms, interest shall be payable from the due date at the rate stipulated in the Danish Act on Interest, unless the offer/order confirmation stipulates a higher interest rate.
6.3. If deliveries are to be staggered, I-Wood shall be entitled to withhold a delivery if the buyer has defaulted on payment of one or more previous deliveries.
6.4. I-Wood’ offer/order confirmation is made under the condition, that I-Wood can obtain credit insurance on normal conditions for the full amount of the sale. If such credit insurance cannot be obtained the buyer shall make a prepayment or issue a bank guarantee from a Danish Bank for the full amount before the goods are delivered.
7. Liability for defects.
7.1. I-Wood shall be entitled, but not obliged to be present at the hand-over inspection for defects and in connection with the 1-year and 5-year inspections for defects. I-Wood’ refusal to participate in the inspections for defects cannot be construed as waiving any right to raise objections at a later date.
7.2. If a delivery proves defective, the buyer may only claim the following remedies for breach of contract in the order stated.
- I-Wood shall remedy defects at no cost to the buyer
- If the defects cannot be made remedied I-Wood shall supply replacement goods.
- If I-Wood does not remedy defects or supply replacement goods within reasonable time, the buyer may instead cancel the contract for that part of the delivery which is defective. The buyer shall not be entitled to cancel the contract for previous or future deliveries.
- In the above-mentioned instances the buyer may additionally demand compensation under the rules of the Danish Sale of Goods Act, always provided that I-Wood cannot be held responsible for operating losses, loss of profit or other indirect losses. Other than that I-Wood’ liability is in amount limited to the invoiced price of the defective goods with an allowance of 10 %.
7.3. Without prejudice to the above I-Wood shall never be responsible for any loss due to external forces for which I-Wood is not responsible, for circumstances beyond his control, including but not limited to war, fire, strikes, import and export restrictions, lockouts and unusual natural phenomena.
7.4. Any liability for defects in the delivery shall expire five years after hand-over of the building project which the delivery forms part of. For deliveries to stock og for resale, the liability shall however expire not later than six years after delivery to stock or for resale.
7.5. If it is found proven that a claim against the original buyer concerning defects cannot be satisfied or only satisfied with great difficulty subsequent buyers of the goods including contractors and building owners shall be entitled to make direct claims against I-Wood to the same extent as they would against the original buyer if the latter had a claim against I-Wood. Disputes concerning the above claims shall be heard by the Danish Building and Construction Arbitration Board, cf. point 10.
8. Liability for delay.
8.1. I-Wood shall be liable for delay, unless such delay is caused by interference in the work process by circumstances mentioned in point 7.3.
8.2. If I-Wood is liable under the above rules, compensation shall be payable under the common compensation rules in Danish law, always provided that I-Wood cannot be held responsible for operating losses, loss of profit or other indirect losses. Other than that I-Wood’ liability is in amount limited to the invoiced price of the defective goods with an allowance of 10 %.
8.3. If the date is exceeded substantially and the delay causes considerable inconvenience to the buyer, the buyer shall be entitled to request delivery from I-Wood in writing and at the same time stipulate a final delivery date. This date must be reasonable in view of the delay already occurred. If hereafter I-Wood omits to take all necessary measures to ensure delivery by the then fixed date, the buyer shall be entitled to cancel the contract by written notice to i-Wood. However the buyer cannot cancel the contract in cases where the delay is due to the circumstances mentioned in point 7.3.
9. Product liability.
9.1. The seller shall be liable for product defects under the general rules of Danish law, always provided that this product liability does not comprise operating losses, loss of profit or other indirect losses.
10. Choice of law and venue.
10.1. The legal relationship between the parties shall be governed by Danish Law.
10.2. Disputes between the parties shall be resolved by the Danish Courts with the Court in Holstebro as first body.