In the absence of other agreement orders are booked at the prices applying on the date of delivery and, as regards prices as well as delivery, subject to reservation for strike, lockout and other circumstances beyond our control, cf. clause 9.
Orders are only considered accepted when a written order confirmation has been made out. Differences of plus/minus 10 per cent. in terms of volume may occur. Unless otherwise stated the offer is open for 30 days from the date of it. All prices are in DKK, V.A.T. not included.
Unless otherwise agreed in writing, times of delivery stated are estimated times and subject to the goods being unsold. Unless otherwise expressly stated in the order, time of delivery is always understood as the date when the order is ready for shipment (ex works). Where PSC A/S is of the opinion that the agreed time of delivery cannot be observed or that delay is likely to occur, the buyer will receive information thereof and if possible also of the time when delivery is expected to take place.
Where PSC A/S is unable to deliver the goods sold at the agreed time of delivery or at a time of delivery delayed as stated in the above, the buyer is entitled to cancel the contract.
Under no circumstances can the liability of PSC A/S for any loss suffered by the buyer as a consequence of delay or non-delivery exceed the value of the consignment delayed or not delivered.
Where the products are included as a component in the buyer's product, PSC A/S is not liable for the fulfillment by the products of the buyer's own expectations.
Where a sample/prototype has been delivered, the seller is not liable for the suitability of the product and the buyer is not entitled to claim defects of any kind.
As regards samples/prototypes, the right of invoicing is reserved. Where a sample/prototype is not complained about within 8 days, it is considered accepted.
PSC A/S reserves the right, prior to delivery and without notice to the buyer, to make such modifications of the product, its composition, etc. as may be deemed necessary by PSC A/S.
Such modifications will only entitle the buyer to cancel the contract if he can prove that a particular construction, composition, design, etc. was a condition for the contract. Modifications made which cause the cancellation of the contract do not entitle the buyer to damages.
In the absence of written agreement to the contrary, the prices stated in "offers and agreements" are exclusive of packing materials, V.A.T. and government duties, if any.
Unless otherwise agreed the consignment is considered sold ex works. PSC A/S will notify the buyer in time for him to take over the consignment when it is ready for collection.
The terms of payment of PSC A/S will appear from the offer or from the invoice. Interest on overdue payments will be calculated with the rate stated at the invoice.
Payment by means of bills of exchange, instruments of debt and the like is not considered payment until honouring in full has taken place.
The buyer is under an obligation immediately after receipt of the goods to complain of any defects.
The date of delivery on the delivery note serves as documentation of delivery date. Where a prototype or a sample has not previously been delivered, the buyer has 8 days within which to lodge a complaint. Complaints must always be lodged before PSC A/S's products are assembled inseparably with other parts or components. Complaints must be made in writing.
PSC A/S is entitled to repair defective goods or to deliver replacements where such repair or delivery can be effected without appreciable delay and loss to the buyer. Unless otherwise agreed, where replacement goods or parts or repaired goods or parts are forwarded to the buyer, the transport takes place for the account and risk of PSC A/S. Defective parts which have been replaced according to the above shall be placed at the disposal of PSC A/S.
After passing of the risk to the buyer, PSC A/S is not liable for defects beyond the obligations stated above. Thus PSC A/S disclaims liability for any indirect loss, such as consequential loss, loss of time, loss of profit, lost earnings or other indirect loss caused to the buyer.
Where a consignment from PSC A/S causes damage, PSC A/S is liable for personal injury on condition that it is proved that the injury is due to acts or omissions on the part of PSC A/S. PSC A/S is not liable for damage to real or movable property which occurs while the consignment is in the possession of the buyer or for damage to products made by the buyer or to products of which such products form part.
In no circumstances is PSC A/S liable for indirect loss, such as consequential loss, loss of time, loss of profit, lost earnings or other indirect loss.
To the extent PSC A/S might incur liability towards third parties, the buyer is under an obligation to indemnify PSC A/S to the extent such liability exceeds the limits laid down in the above. The buyer is under an obligation to let himself be sued in the court of law which hears a claim for damages against PSC A/S for damage claimed to have been caused by a defect in a consignment supplied by PSC A/S. Where it comes to the knowledge of the buyer that PSC A/S will be involved in a matter concerning a consignment supplied to the buyer, the buyer is under an obligation to notify PSC A/S of the claim made and of the possible legal action. Where PSC A/S incurs product liability towards a third party, the buyer is under an obligation to indemnify PSC A/S within the limits to the liability of PSC A/S laid down according to these provisions.
The product liability shall not apply after two years as from the time of occurrence of the damage or for damage caused more than two years after the date of delivery.
The following circumstances shall lead to exemption from liability where, occurring after the making of the agreement, they prevent the performance of the latter:
Industrial disputes, strikes, lockout and any other circumstance beyond the control of the parties, such as fire, war, mobilization or unforeseen call-ups of similar proportions, sabotage, requisitioning, commandeering, exchange control regulations, riots and civil commotion, lack of means of transport, scarcity of goods, fuel restrictions and defective consignments from sub-suppliers or delay of such consignments owing to any of the circumstances mentioned in this clause.
The party wishing to rely on any of the circumstances mentioned must without undue delay notify the other party in writing of the occurrence and ending of such events.
Both parties are entitled by written notice to the other to terminate the agreement where the performance of it within a reasonable period of time is impossible owing to any of the circumstances mentioned in this clause.
Disputes concerning the agreement and provisions related to it must be settled according to the rules of Danish law and by Danish courts of law.
If a customer requires PSC assistance with mechanical construction and/or product design, this will be invoiced in accordance with standard price list per hour for consultancy work. In addition to the hour rate, incurred costs for travel and board & lodging will be invoiced at cost. Valid hour price rates can be provided by PSC upon request.