Business Terms

Business Terms

 

1. Definitions

​Buyer means the person or company(ies) named on the Order Confirmation Form who agrees to buy Goods from the Supplier whether on behalf of itself or another.

Conditions means these terms and conditions set forth in these Standard Terms and Conditions Version 1.5 and are the terms and conditions of all sales to Buyer by Supplier and will include other additional terms and conditions agreed in writing signed by the Supplier.

Delivery Date means the date of delivery specified in the Order Confirmation Form.

​Goods means the equipment or other goods and articles which the Buyer agrees to buy from the Supplier, as described in the Order Confirmation Form.

Name/place means the port or place named in the Order Confirmation Form where the Goods are to be delivered.

Nominated Carrier means the vessel or carrier (whether actual, contractual or constructive, including without limitation any freight forwarder, multi-transport operator, consignee or shipping line) nominated by Supplier as being the vessel or carrier onto or to which the Goods will be handed over.

Order Confirmation Form means the form sent to the Buyer by the Supplier confirming the terms of an order placed by the Buyer for Goods pursuant to the Supplier’s quotation.

Price means the purchase price to be paid by the Buyer to the Supplier as set forth in the Order Confirmation Form and Supplier’s commercial invoice, plus any one or more of the following as applicable: packing, local delivery costs, transportation to the Named Place or Nominated Carrier and insurance.

Supplier means Berg & Larsen A/S, Baldersbuen 29B, DK-2640 Hedehusene, Denmark.

Taxes means any duties, taxes (including VAT), charges or surcharges levied by any governmental agency, entity or port authority assessed or charged with respect to the sale of Goods to Buyer.

2. Conditions Applicable

​2.1 These Conditions shall apply to all sales of Goods and contracts of sale of Goods by the Supplier to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 Quotations by the Supplier, all orders by the Buyer, and all confirmations of order are given, placed and issued upon and subject to these Conditions.

2.3 In addition to paragraphs 2.1 and 2.2 above, acceptance of delivery of the Goods by Buyer shall be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless confirmed in writing signed by the Supplier.

3. The Price and payment

​3.1 The Supplier shall not be obligated to deliver the Goods to Buyer until the Buyer has paid Supplier the Price or credit terms have been agreed upon in writing. Unless otherwise agreed in writing signed by Supplier, payment of the Price shall be due before the Delivery Date and time for payment shall be of the essence. The Price is exclusive of any Taxes which shall be due at the rate ruling on the date of that invoice.

3.2 Where the Goods are ordered by the Buyer as agent ("the Agent") for another party (whether named or un-named ("the Principal")), the Agent and the Principal shall be jointly and severally liable for all the obligations and liabilities of the Buyer under the order placed with the Supplier by the Buyer and these Conditions

4. Default and Remedies

​4.1 If any part of the Price or any other sums due to the Supplier by the Buyer has not been paid within fourteen (14) days of the date on which such amounts set forth in Supplier’s commercial invoice are due and owing, then in addition to the Price and any other sums owed by Buyer to Supplier, Buyer agrees to pay the Supplier interest on the unpaid amounts at the rate of 1.5% per month from the date due in Supplier’s commercial invoice until both the principal and interest are paid in full. If the foregoing rate of interest specified in this Agreement exceeds permitted by applicable law, then the applicable interest rate will be the highest rate permitted by the applicable law.

4.2 If Seller must take legal action to enforce any obligation of Buyer under these Conditions or to exercise any remedy of Seller under these Conditions, Buyer agrees to pay Seller’s attorneys’ fees, costs and expenses, including without limitation, the costs and expenses related to the arrest and detention of any vessel.

5. Warranties, and Disclaimer of Warranties and Claims

​5.1 The Supplier warrants that the Goods will at the Delivery Date correspond to the description of the Goods in the Confirmation of Order. Seller makes no other warranties, express or implied. Buyer accepts the manufacturer’s warranty as its sole warranty with respect to the Goods.

5.2 THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 Upon delivery, Buyer must immediately inspect the Goods. If the Goods are damaged during transport and visible transport damage has occurred to the outside of the parcel, Buyer must immediately make a claim directly to and against the last Nominated Carrier (including making a written note on any relevant transport documents). If the Goods are damaged during transport and invisible transport damage has occurred to the inside of the parcel which is not visible from the outside, Buyer must notify Supplier in writing within seven (7) days from Buyer’s receipt of the Goods. If Buyer believes the Goods do not conform to the Order Confirmation Form (or such other relevant document), Buyer must immediately provide written notice of the same to Supplier within thirty (30) days from Buyer’s receipt of the Goods and take all reasonable steps to mitigate the consequences of received allegedly nonconforming Goods. Supplier will take all reasonable actions to assist Buyer in making a claim directly to the manufacturer or supplier, or if the goods are damaged in transit, directly to the relevant Nominated Carrier. Claims not made in writing within the foregoing time limitations are deemed waived by the Buyer.

​​6. Delivery Terms

​6.1 Except as otherwise specified in these Conditions or in the Order Confirmation Form, all delivery terms are construed in accordance with ICC INCOTERMS 2000 (as modified or amended from time to time) in force at the formation of the contract.

6.2 Except as otherwise agreed to in writing signed by both Buyer and Supplier, the sale of Goods is CIP Carriage & Insurance Paid to (Named Place and Nominated Carrier). Risk of loss, damage or destruction passes from Supplier to Buyer when Goods are handed over to the first Nominated Carrier. Responsibility for the costs passes from Supplier to Buyer when the Goods arrive at the Named Place

6.3 Where delivery is agreed to be on any other terms, these shall be agreed between the Buyer and the Supplier in writing signed by Buyer and Supplier.

6.4 Unless otherwise agreed in writing signed by Buyer and Supplier:

6.4.1 Time for delivery shall not be of the essence.

​6.4.2 Notwithstanding the transfer of risk of loss, damage and destruction, title to the Goods will not transfer to Buyer until the entire Price and all other amounts owed by Buyer to Supplier have been paid in full.

6.5 Until title to the Goods passes to the Buyer in accordance with these Conditions, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Supplier. The Buyer shall store the Goods (at no cost to the Supplier) separately from all other goods in its possession and marked in such a way as to be clearly identified as the Supplier’s property.

6.6 The Supplier shall be entitled to recover the Price (plus all other outstanding amounts) notwithstanding that title to any of the Goods have not passed from the Supplier to the Buyer.

​6.7 Until such time as title to the Goods passes from the Supplier to Buyer, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence. If the Buyer fails to do so, the Supplier may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. The Buyer shall insure and keep insured the Goods to the full Price against "all risks" to the reasonable satisfaction of the Supplier until the date title to the Goods passes from the Supplier, and shall, whenever requested by the Supplier, produce a copy of the policy of insurance. Without prejudice to the other rights of the Supplier, if the Buyer fails to do so all sums whatever owing by the Buyer to the Supplier shall forthwith become due and payable.

7. Acceptance

​7.1 Subject only to these Conditions, by taking delivery of the Goods and documents and signing the relevant receipt documents, if any, the Buyer shall be deemed to have approved and accepted the Goods in every respect.

8. Limitation on Damages

​8.1 In no circumstances whatsoever will Supplier be liable to the Buyer for any loss, damage or injury, indirect, incidental, consequential or special, arising out of the supply, or late supply or failure to supply, any of the Goods by the Supplier to the Buyer.

8.2 Any complaint by the Buyer regarding the Supplier’s invoice will be absolutely barred unless lodged in writing by the Buyer with the Supplier at his usual business address within thirty (30) days of dispatch of the invoice.

8.3 The Supplier shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Supplier of these Conditions.

8.4 The remedies of the Buyer for any breach of this contract by Supplier shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the Price of the Goods.

Force Majeure

If the Supplier is unable to make delivery, or to make delivery in good time owing to force majeure (which shall include all or any circumstances or conditions for which the Supplier cannot be held responsible and as a consequence it is not reasonably possible to make delivery in good time or at all) then the Supplier's obligation to deliver shall cease or, if appropriate, be suspended for the duration of such force majeure.

Jurisdiction

Any disputes arising from contracts made under these Conditions are subject to the law of Denmark and to litigation at the Maritime and Commercial Court in Copenhagen, Denmark. Notwithstanding the foregoing, Supplier may bring an action in any jurisdiction where Buyer's assets are located and in the case of vessels, Supplier may seize, arrest or otherwise detain Buyer's vessel under the law of the flag of that vessel or the law of the country in which the vessel is arrested, in Supplier's sole discretion.

Issued April 28, 2010