General Terms and Conditions of Sale and Delivery
Scope of Applicability
These General Terms and Conditions of Sale and Delivery apply to all sales and deliveries of goods by Unika Danmark A/S, notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the buyer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Unika Danmark A/S unless expressly confirmed in writing.
Offers, Purchase Orders and Order Confirmations
All purchase orders issued by the buyer shall only be deemed accepted by Unika Danmark A/S when the buyer has received a written order confirmation.
Offers issued by Unika Danmark A/S, which do not specify an individual deadline for acceptance, are open for acceptance within two weeks from the date of issue. If Unika Danmark A/S has not received acceptance from the buyer within the above stated timeframe, the offer will become void.
All offers on components and tools are always excluding costs of any measurement reports and quality documentation such as PPAP. Such documentation is available upon separate requests.
Agreements on changes in, or in addition to, the original offer, shall not be deemed binding for Unika Danmark A/S without written confirmation.
All offers are offered subject unsold.
If the buyer owns the property rights of the tool, Unika Danmark A/S is not entitled to produce components for other buyers on such tools, unless otherwise agreed upon in writing.
The buyer is responsible for obtaining insurance of its tools, despite if such tools are in the possession of Unika Danmark A/S.
Tools produced or acquired by Unika Danmark A/S may only be signed over to the buyer once payment is complete. Upon termination of cooperation, any remaining balance must be paid out before the tool can be signed over.
Unika Danmark A/S is entitled to exercise a lien of the tool(s) for any claim Unika Danmark A/S may have regarding work performed for the buyer.
Unless expressly stated otherwise in the order confirmation, payment of tools shall be made:
1/3 net cash upon signing the agreement. 1/3 net cash upon delivery of the first test samples. 1/3 net cash upon acceptance of test samples, but no later than four weeks after the test samples have been delivered.
Prices and Regulations
Orders that amount to less than DKK 3,000 will be added a handling fee of DKK 1,000.
Unika Danmark A/S reserves the right to conduct an annual overall increase in prices as it presents Unika Danmark A/S with an opportunity to increase the price of the consignment, having already accepted the order, in cases where there has been an increase in prices on raw materials, and the like, to be used in the production of the goods sold. The percentage wise rise in prices on raw materials, and the like, to be used in the production of the goods sold, which could have occurred in the time between accepting the order and completing the goods sold, would thus be added to the price agreed, unless otherwise agreed upon in writing.
All prices are, unless explicitly stated otherwise, exclusive of VAT and other taxes.
All prices are given on the condition that the quantity of goods ordered is taken collectively. However, Unika Danmark A/S reserves the right to partial delivery.
Costs due to changes in an order are ascribed to the buyer. Any supplementary costs caused by inadequate order basis, changes or corrections made to the order on request of the buyer, are also ascribed to the buyer.
Changes to or cancellation of an order is only possible in cases where production has yet to begin. Further, to be deemed valid, it must be confirmed by Unika Danmark A/S in writing.
All deliveries of goods must be Ex works in accordance with Incoterms 2010.
Unika Danmark A/S reserves the right to a quantity deviation of +/- 10 %
Minor deviations in color and/or surface structure of the components are not to be considered as defects in the consignment.
In cases where the number of non-usable components (Not fully molded, with fins, etc.) does not exceed 2% of the delivered consignment, the buyer is not in the right to issue a claim against Unika Danmark A/S.
The date of delivery stated in the order confirmation is based on Unika Danmark A/S’ best estimate and should only to be considered indicative, unless specifically arranged otherwise.
Terms of Payment
Unless another agreement is present, all invoices will fall due to be paid net cash within 8 days. The final date of payment is stated on the invoice. If the buyer fails to pay any invoice in due time, Unika Danmark A/S will charge interest from the due date to the date of payment at the rate of 2 % for each month or part of a month.
In any case where the buyer fails to pay an invoice, Unika Danmark A/S is entitled to suspend delivery of any order or any remaining balance thereof, until full payment is made.
The buyer is not permitted to suspend payment or to make deductions in the price of the consignment, for any claims unapproved by Unika Danmark A/S.
Terms of Delay
Any delay caused by force majeure such as a labor dispute or any other occurrence or contingency beyond reasonable control of the parties, including, but not limited to, fire, natural disasters, acts of war, mobilization or unforeseen military drafts of equivalent scope, requisition, confiscation, currency restrictions, riots and disturbances, lacking means of transportation, general scarcity of goods, restrictions on motive power, and defects in or delays in deliveries from subcontractors caused by any of the circumstances mentioned herein, will be excused, and thus, the delivery time will be extended in the extent to which it is deemed reasonable.
If the date of delivery can be expected to be prolonged by more than 4 weeks, Unika Danmark A/S, as well as the buyer, is entitled to a cancellation of the agreement without this being regarded as a breach.
Should Unika Danmark A/S fail to deliver within the delivery time set forth, or within, based on the force majeure provisions above, in reasonable time, the buyer is entitled, by written notice to Unika Danmark A/S, to demand delivery and set a final reasonable deadline hereof, thereby indicating that the buyer intends to cancel the order, if delivery is not effected within this deadline. Should Unika Danmark A/S fail to deliver within this new deadline, the buyer is entitled, by written notice to Unika Danmark A/S, to cancel the agreement.
The buyer is not entitled to make any claims for damages, including consequential loss, caused by delays.
Obligation to Examine
The buyer is obligated, upon delivery, to conduct a thorough examination of the goods sold to determine its conformity to the contractual agreement. The buyer is obliged to give notice of any lack of conformity identified in such an examination immediately, and thus, the buyer may not assert to complain on such defects later, as they should have been identified in the prescribed examination.
Right and Obligation to Complaint
Complaints regarding defective goods or delays must be submitted to Unika Danmark A/S in writing immediately upon ascertainment, but at the latest three months after receipt of the goods sold. If these conditions are not met, the buyer will lose its rights.
The complaint must contain an account for the nature of the lack of conformity. In case of complaint, Unika Danmark A/S has the right to check the indicated lack of conformity and to undertake an examination of the defective parts before Unika Danmark A/S decides whether the defect should be considered subject to this provision.
Should the buyer fail to comply with the present provision, the buyer will be precluded any remedy of breach, be it in case of delays, defects or the like.
Upon receipt of timely and justified complaint, Unika Danmark A/S is free to choose whether to rectify the defect or to replace it. If rectification or replacement has not occurred within reasonable time, the buyer is, by written notice to Unika Danmark A/S, entitled to canceling the agreement for the part of the consignment that is defective.
The buyer cannot choose to sustain the agreement and at the same time claim a proportionate reduction in price and/or a replacement.
If an agreement is justly cancelled by the buyer, as prescribed by Danish Law, the buyer is entitled to claim damages for the loss that the defect has caused, since the buyer, to the greatest extend possible, is obliged to limit the loss, which includes buying similar products elsewhere.
Unika Danmark A/S, however, is not obliged to pay damages for any indirect losses, including – but not limited to – the buyer’s operating losses, lost profits or any claim for damages the buyer may face.
Total damages can maximally amount to the equivalent of 10% of the purchase price, as stated in the order confirmation, for the part of the consignment, which is justly cancelled.
Exemption of Liability and Product Liability
Unika Danmark A/S shall only be liable for personal injury if it is proven that the injury was caused by errors or negligence committed by Unika Danmark A/S or any other person, for whom the company is responsible.
Unika Danmark A/S shall not be liable for damage to real or personal property or the product that the component is a part of.
Unika Danmark A/S shall not be liable for operating losses, lost earnings or any other indirect losses. In the extent to which Unika Danmark A/S incurs product liability from a third-party, the buyer is required to keep Unika Danmark A/S indemnified to the same extent as the above provisions on product liability limits Unika Danmark A/S’ liability. The buyer hereby accepts to be summoned to attend any tribunal to which a possible lawsuit against Unika Danmark A/S’ product liability may be brought.
Should a third-party make a claim against either Unika Danmark A/S or a buyer for liability in accordance with these provisions, the receiving party must immediately notify the other party.
Copyright and Intellectual Property Rights
Unika Danmark A/S reserves the right, within the limits of the mandatory rules of law, to ownership of the goods sold until the full purchase price, plus any additional costs and interest, is paid. In cases of conversion or processing of the goods sold, the ownership right is maintained so that it covers the converted or processed to an extent corresponding to the value represented by the goods sold at the time of sale.
The buyer is responsible for holding the necessary intellectual property rights involved in the production of the products and hereby insuring that they do not infringe any third party rights.
Governing Law and Jurisdiction
Unless agreed otherwise, any dispute shall be settled according to Danish law by the Court in Aarhus in the first instance. Disputes should, however, always firstly be tried resolved amicably.
Goods may only be returned in special cases and by prior arrangement in each individual case. Further, the return is conditioned by the goods being salable and in unopened, undamaged and original packaging. If the conditions in this provision are not met, the return shall be rejected.
In the case of an arranged return, goods shall always be returned carriage paid and have a copy of the packing slip or invoice enclosed. Upon return a cost deduction is calculated, which shall be deducted the crediting.