These sales and delivery terms shall replace all other previously published terms and conditions.
1. CONTRACT FORMATION
1.1 These general sales and delivery terms shall apply unless otherwise expressly agreed upon in another written agreement.
2. PRICES AND PAYMENT – RETENTION OF TITLE
2.1 All products shall be paid in EUR at the exchange rate applicable on the date of delivery. All prices exclude VAT, public charges regardless of their nature, packaging, transport etc. The prices in price tables are non-committal and are subject to change without prior notice. Offers are valid for a period of 30 days from their submission in writing, unless otherwise specified.
2.2 Payments must be made on the specified due date. Interest on overdue payment amounting to 2 % per commenced month shall be paid if a payment is not made by its due date. If a payment is not made by its due date, or if the buyer does not purchase/receive the sold goods at the time the buyer has committed to do so, JO Safety A/S shall have the right to cancel the purchase immediately and without prior notice.
DELIVERY TIME AND PACE FOR JO SAFETY A/S DELIVERY
If a special contract describing daily penalties has been made, these penalties may not amount to more than 0.1% of the total delivery per day of delay. However, the penalty may not exceed 7.5% of the value of the delivery. No other compensation other than the daily penalties specifically described above may be claimed.
All deliveries take place ex works (INCOTERMS 2000) unless otherwise agreed upon in writing. The risk is transferred to the buyer at the time of delivery. When the buyer is required to collect the goods and JO Safety A/S has them ready, the risk is transferred to the buyer from the point in time when the buyer is obligated to take them over. If the parties agree upon a delivery place other than JO Safety A/S’ premises, the transport to the place in question, including loading, where applicable, shall be at the buyer’s expense and risk, unless otherwise expressly agreed upon in another contract.
4. DUTY OF INSPECTION AND COMPLAINTS
4.1 As soon as the buyer receives the goods, the buyer shall thoroughly inspect the delivery in order to make sure that the goods are free from defects, and that they have been delivered according to the contract. If the buyer finds the goods to be defective in any way, and wishes to report the defect, the buyer shall inform JO Safety A/S in writing within 24 hours after delivery.
4.2 If the buyer receives complaints in connection with JO Safety A/S’ delivery or parts thereof, from the buyer’s customers or users of JO Safety’ delivery, the buyer shall forward the complaints/file a complaint in writing to JO Safety A/S immediately. If the buyer fails to do so, the buyer may not make any claims for defects or compensation to JO Safety A/S, and in the mutual relations between JO Safety A/S and the buyer, the buyer shall indemnify JO Safety A/S for any claims the buyers’ customers have rightfully filed directly to JO Safety A/S
4.3 If the buyer has not filed a written complaint within 12 months from JO Safety A/S’ delivery dates, the buyer loses in every respect the right to file any claim for defects, compensation, warranty or any other remedy.
4.4 The right of complaint covers design errors, manufacturing faults, material defects and component faults. Complaints may not be filed for other faults or defects.
4.5 The right of complaint does not cover faults and defects that occur during transport, incorrect assembly, installation error, overload, use of excessive force on the product, unintended use of the product, inadequate maintenance, insufficient knowledge regarding the use of the product or any other similar circumstances beyond the control of the factory.
4.6 The right of complaint does not cover worn out materials and consumables.
4.7 Second-hand products are not covered by this warranty.
4.8 When in doubt, please contact JO Safety A/S before assembly.
5.1 If it turns out that the product is defective, JO Safety A/S shall have the right to repair it. However, JO Safety A/S may choose to allow others to repair the product. In that case, JO Safety A/S shall be entitled to the defective products it has replaced. If these products show that JO Safety A/S is not to blame for the damage, JO Safety A/S reserves the right to claim a payment for the products, as well as to claim a refund for any compensation paid.
5.2 Only if JO Safety A/S has not managed to repair the product, rectify an error, make adjustments etc. within reasonable time and after a reasonable number of attempts, may the buyer refer the repair to a third party or claim a discount on the purchase amount. If the buyer refers the repair to a third party without authorisation, the buyer may not claim any compensation for its costs from JO Safety A/S.
5.3 When filing a complaint, please specify the serial number of the product.
5.4 The buyer alone carries the risk that JO Safety A/S' delivery is suitable for the purposes of the buyer in particular.
6.1 JO Safety A/S shall only be liable for defects in JO Safety A/S’ deliveries if the buyer has used them prudently as prescribed, and according to JO Safety A/S’ instructions, if any. JO Safety A/S’ liability shall be limited to faults in JO Safety A/S’ own deliveries, excluding defects that may occur as a result of incorporating or adding JO Safety A/S’ delivery to other deliveries.
6.2 Under no circumstances shall JO Safety A/S be liable for loss of operation, time, profit or any other indirect losses for the buyer or the buyers' customers, or any other users of JO Safety A/S’ deliveries. The buyer may not claim compensation for costs associated with the dismantling and replacement of objects or installations where the product has been incorporated.
6.3 If JO Safety A/S is imposed any liabilities to third parties, the buyer shall indemnify JO Safety A/S to the extent such liability exceeds the limitations set in these terms and conditions.
6.4 The buyer’s compensation claims may never exceed the total contract sum for JO Safety A/S' service or services that are specifically related to the actionable fault.
7. PRODUCT LIABILITY
7.1 JO Safety A/S disclaims in the mutual relationship between JO Safety A/S and the buyer any liability for damages that could be attributed to JO Safety A/S’ deliveries. If JO Safety A/S receives compensation claims for commercial property damage from the buyer's customers, their customers or any other subsequent users of JO Safety A/S’ deliveries, the buyer, in the mutual relationship between JO Safety A/S and the buyer, shall indemnify JO Safety A/S for each such claim, and shall also cover JO Safety A/S’ reasonable costs to defend its interests in this case.
7.2 JO Safety A/S gives no warranty on 1mm plastic material, when fitted and/or used outdoors or at settings resembling outdoor conditions.
8. INTELECTUAL PROPRETY RIGHTS AND CONFIDENTIALITY
8.1 All JO Safety A/S` intellectual property rights associated with the delivery remain property of JO Safety A/S.
8.2 The buyer may not, without JO Safety A/S’ written approval, disclose to third parties any technical or commercial information that is deemed confidential by nature, or that, at the time of entering into the agreement or later, is designated as being confidential. All drawings, models and other technical documents relating to the delivery, which have been handed to the buyer before or after signing the agreement, belong to JO Safety A/S. Without JO Safety A/S’ approval, the abovementioned materials may only be used for use or resale of the product.
9. FORCE MAJEURE
9.1 In the event of force majeure, JO Safety A/S shall be exempt from its obligations as long as the force majeure situation lasts. Force majeure applies if JO Safety A/S or JO Safety A/S’ subcontractors are prevented from fulfilling agreements subject to these sales and delivery terms as a result of acts such as war, civil unrest, riots, terrorist attacks, government restrictions, import or export bans, natural disasters or any kind, as well as national or local labour disputes, fire, power failure, computer viruses or other circumstances that could not be foreseen by JO Safety A/S at the time of signing the agreement.
10. APPLICABLE LAW AND VENUE
10.1 Disputes associated with agreements between JO Safety A/S and the buyer shall be settled in accordance with Danish Law at JO Safety A/S’ home court or at the Maritime and Commercial Court in Copenhagen, according to JO Safety A/S preference.
11.1 The ownership of the sold goods remains JO Safety A/S’ until the entire purchase amount has been paid in full. Until then the buyer may not sell, pawn, let out, lend, give away, deposit or in any other way dispose of the goods. If services are not paid on time, or if the buyer breaches any of the provisions of this contract, JO Safety A/S shall be entitled to take back through a bailiff’s court the sold goods or require that the outstanding claim be paid according to the Act on Credit Agreements.
JO Safety A/S shall be entitled to sell the goods subject to the ”Retention of Title” provision and to claim any outstanding amount from the buyer.