Unless otherwise agreed in writing, these Terms and Conditions shall apply to all quotations, orders and supplies. Any purchase conditions of the Buyer shall not be binding on SKAMOL. SKAMOL shall be entitled to modify the Terms and Conditions without notice.
Delivery shall take place in accordance with the agreed Incoterm (Incoterms 2020). If nothing else has been agreed, terms of delivery shall be FCA our works (Incoterms 2020).
SKAMOL is entitled to deliver up to 10% above or below the ordered quantity. The Buyer is obliged to pay the price, corresponding to the quantity delivered by SKAMOL within the above-mentioned tolerance.
SKAMOL’s price quotations are generally non-binding. Except where fixed prices have been agreed upon in writing, all prices are FCA our works (Incoterms 2010) and subject to surcharge, incl. standard packaging and excluding pallets, any taxes, rates, and duties. Goods shall be offered on the basis of the rates of exchange and tariff rates for imported goods or materials prevailing on the date of the quotation. In the event of any variations in any of the above-mentioned rates, SKAMOL reserves the right to amend the price accordingly for non-confirmed orders and offers outside validity terms.
SKAMOL's production is sensitive to fluctuations in the energy sector. Therefore, SKAMOL is entitled to add a surcharge to any order based on current forward gas prices as published by European Energy Exchange AG ("EEX"). The surcharge is variable and will be updated on a monthly basis. The surcharge is based on quantities exceeding our already contracted volumes for gas and energy. The surcharge shall be payable as a part of SKAMOL's invoice and shall be expressly mentioned on the invoice.
In the event that SKAMOL's order confirmation deviates from the Buyer's order by way of any supplementary quantities, limitations or reservations and the Buyer refuses to accept such variations, the Buyer shall notify SKAMOL thereof in writing within one week. lf he fails to do so, SKAMOL's order confirmation shall be controlling for all purposes. The Buyer's order shall not be binding on SKAMOL before the Buyer has received a written order confirmation.
Agreed delivery periods presuppose that SKAMOL will receive the necessary materials from its sub-contractors in time. In addition, the Buyer must fulfil all his obligations to cooperate in due time. In particular, the purchaser must clarify all necessary technical specifications and data before placing the order.
SKAMOL makes reservations for any delays due to lack of conformity with these assumptions. In the event that delivery in due time is prevented due to circumstances beyond SKAMOL's absolute control, including strikes and lockout affecting SKAMOL and/or SKAMOL's sub-contractors, and labour disputes, fire, explosion, natural disasters, epidemics, working difficulties, operational breakdowns, war, riots, mobilization, government measures, sequestration, currency restrictions, shortage of means of transport, general shortage of goods, energy shortage, raw material shortage, cyber-attacks, restrictions of power, environmental measures or defects and shortcomings or delays attributable to sub-contractors due to one or more of the aforesaid circumstances, SKAMOL shall be entitled to cancel the order without incurring any liability by notifying the Buyer in writing without delay, whereas delays by reason of the aforesaid circumstances shall only entitle the Buyer to cancel in the event that the delay exceeds six months. Within the said time limit of six months, the Buyer shall only be entitled to cancel following a separate agreement with SKAMOL and on condition that SKAMOL's sub-contractor(s) has/have granted his/their acceptance.
In the event of material delay on the part of SKAMOL that is not covered by the above provisions, the Buyer shall be entitled to rescind the agreement in keeping with the general rules of Danish law. Notwithstanding the Buyer being entitled to rescind the agreement, he shall have no other remedies in this respect unless the Buyer proves that the delay is due to gross negligence on the part of SKAMOL. Hence, SKAMOL shall not be liable for any direct loss or operating loss, loss of profit, loss of earnings or any other indirect loss or consequential loss. If the customer is in default of acceptance or violates other obligations to cooperate, SKAMOL shall be entitled, after setting a reasonable grace period, to withdraw from the agreement in whole or in part and/or compensation in the amount of 5% of the purchase price, subject to proof.
SKAMOL reserves the right to fix the amount of any credit limit for the Buyer. In the event that delivery in due time is prevented due to circumstances for which the Buyer is responsible, including the Buyer's wish to change specifications after the date of order, the Buyer shall nevertheless settle all payments in keeping with the original agreement. Unless otherwise stated in writing, payment for the goods shall be made within 30 days from date of invoice/delivery.
The Buyer shall not be entitled to withhold any payments by reason of any counterclaims which have not been acknowledged in writing by SKAMOL.
lf payment is made after the due date, SKAMOL shall be entitled to charge penalty interest at a rate of 1 per cent per commenced month, counting from the due date until payment is effected.
The products sold shall remain the property of SKAMOL until the entire purchase price under the agreement has been paid.
SKAMOL warrants that the goods supplied correspond to those itemized in the order confirmation, but SKAMOL undertakes no further obligations over and above this warranty, nor for the goods being fit for the Buyer's intended purposes, including in the event that the goods have been resold by the Buyer.
Use and application - including resale - of the goods shall thus be at the exclusive risk of the Buyer. Any information furnished by SKAMOL in catalogues, technical data sheets and the like concerning specifications and the like shall be understood as a guide only and can in no circumstances be claimed to constitute the basis for liability on the part of SKAMOL, whether in whole or in part, nor shall they release the Buyer from making any necessary examinations, tests, etc. on his own initiative.
Notwithstanding the following provisions and any substantiated negligence, except from instances of gross negligence on the part of SKAMOL, SKAMOL shall in no event be liable for operational loss, loss of profit or any other indirect loss or consequential loss of whatsoever nature, no matter whether the claim for liability is based on ordinary rules of compensation or on any other basis.
With respect to lack of conformity claimed in due time and within one year after delivery of the goods, SKAMOL undertakes - at its option - (a) to remedy the lack of conformity of the goods, (b) to deliver goods in replacement of any non-conforming goods - and in that event the Buyer shall not be entitled to make any other claims based on lack of conformity - (c) to credit the Buyer with the amount payable for the non-conforming goods returned at SKAMOL's request for the Buyer's account, (d) to grant the Buyer a pro rata reduction of the purchase price for the goods.
In claiming lack of conformity, the Buyer shall state the number and date of invoice. On request, defective parts shall be returned carriage paid to SKAMOL. Over and above the aforesaid obligations, SKAMOL shall not be liable for lack of conformity after delivery to the Buyer, notwithstanding the said lack of conformity being attributable to causes existing prior to the time of delivery to the Buyer and notwithstanding any negligence that might be proved to be attributable to SKAMOL.
SKAMOL shall not be liable for any other or related costs including but not limited to demolition, removal, and replacement of non-conform goods.
The Buyer's claims on the basis of demonstrated lack of conformity cannot be assigned to any third party without the written consent of SKAMOL.
SKAMOL shall not be liable for lack of conformity attributable to incorrect use, transportation, storage, mounting or other negligence on the part of parties other than SKAMOL, and extraordinary or ordinary wear and tear.
In cases where, by their nature, the goods are ordinarily intended for commercial use and are used by the injured party mainly in keeping with such intended purpose, SKAMOL shall be liable for a period of one year only, counting from the date of delivery, for damage to real property or movables caused by the goods.
SKAMOL shall only be liable for such damage if it can be proved that the injury or damage is due to negligence or omission on the part of SKAMOL or its employees, and where SKAMOL is held liable by a court ruling.
SKAMOL shall however in no circumstance be liable for operational loss, loss of profit, loss of earnings or any other indirect loss or consequential loss.
In the event of damage to real property or movables, including products made by the Buyer, SKAMOL's liability is limited to DKK 1 million. SKAMOL's liability does not extend to damage to the product causing the damage.
In cases where, by their nature, the goods are intended for non-commercial use and are used by the Buyer mainly in keeping with such intended purpose, SKAMOL shall be liable for damage to real property or movables in keeping with the Danish legislation on product liability in force at the time in question.
SKAMOL shall be liable for injury caused by commercial as well as non-commercial use of the goods in keeping with the Danish legislation on product liability in force at the time in question.
In cases where, by their nature, the goods are ordinarily intended for commercial use, and SKAMOL is held liable for product liability towards a third party by reason of the Buyer's use of such goods, including their resale, the following provisions shall apply with respect to damage to property:
In the event that the Buyer has been negligent, SKAMOL shall have a right of recourse against the Buyer according to the degree of liability attributable to the Buyer. In all circumstances and notwithstanding any negligence on the part of SKAMOL, the Buyer shall indemnify SKAMOL to the extent that SKAMOL's liability towards third parties exceeds the limitations and rules set out in clause 8 C above.
In the event of damage to property, where the goods are not intended for commercial use, and in the event of injury, and where SKAMOL is held liable towards a third party by reason of the Buyer's use of such goods, including resale of the goods, SKAMOL shall have a right of recourse against the Buyer to the extent that such damage or
injury is attributable to negligence on the part of the Buyer.
In the event that the damage or injury is not attributable to negligence on the part of the Buyer, SKAMOL shall be liable in keeping with the Danish legislation on product liability in force at the time in question.
In cases where SKAMOL is liable under the Danish legislation on product liability in force at the time in question, cf. clauses C and D, it is expressly understood that liability does not extend to system or development damage, and that the general rules of Danish law on compensation, including the provisions on limitation of liability for compensation shall apply pari passu with these provisions.
In his use of the goods, including resale, the Buyer shall prudently use/market such goods and to the extent possible take such measures (including the issuing of instructions and warnings to joint contractors and subsequent levels of distribution) which can safeguard the Buyer as well as SKAMOL from incurring product liability. With respect to the provisions on product liability towards third parties referred to above, the Buyer's violation of this provision shall be deemed to constitute an act for which he incurs liability on an equal footing with any other negligence on the part of the Buyer.
Immediately upon receipt of the goods, the Buyer shall thoroughly examine and test the products supplied in order to ensure that the goods are in conformity with the Buyer's wishes.
In the event that the Buyer wishes to claim lack of conformity of the goods, he shall moreover complain thereof forthwith and in writing, and at any rate not later than 14 days after receipt of the goods. In the event that the Buyer fails to give such notification, irrespective of whether he has or should have discovered the lack of conformity, he will lose the right to invoke lack of conformity of the goods at any later date.
All complaints and/or any other claims against SKAMOL shall be made by the Buyer forthwith after he has become - or should have been aware of the circumstances on which the complaint/claim is based. In all other cases, the Buyer has forfeited his rights to invoke them at a later date.
Any dispute arising between the parties, including but not limited to disputes regarding the interpretation or validity of these Terms and Conditions, or any dispute arising between the parties by reason of SKAMOL's quotation/order confirmation or in connection with any supply from SKAMOL to the Buyer shall be settled with final effect according to Danish law excluding the rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The parties have agreed that the Maritime and Commercial Court of Copenhagen shall be the exclusive venue. SKAMOL shall at its sole discretion be free to choose whether the matter shall be settled by arbitration or by the Maritime Commercial Court of Copenhagen.
SKAMOL is entitled to process personal data received from our customer on the basis of EU General Data Protection Regulation (GDPR) and the Danish Data Protection Act.
The contracting Parties undertake to observe and implement the provisions of the GDPR and Danish Data Protection Act.
SKAMOL processes personal data exclusively for the purpose of contract fulfilment. Personal data is passed on within the ETEX Group. Any further disclosure to third parties does not take place unless there is a corresponding legal obligation to do so or disclosure is necessary for the fulfilment of the contractual relationship.
Further related information can be found in our privacy notice on our website https://www.skamol.com/privacy-policy.
The Buyer is obliged to keep confidential all confidential information about SKAMOL and the terms of the agreements entered into, which the Buyer may learn as part of the trade between the parties. This applies in particular to SKAMOL's pricing structure, including the specifically agreed price, discount and bonus structures. Similarly, the confidentiality obligation applies in relation to price and discount terms announced by SKAMOL in connection with tendering for specific projects. The Buyer is thus obliged not to disclose such information to third parties.
Disclosure of confidential information may only take place if the disclosure is required by law or required by judgment or order of public authority.
The Buyer shall ensure that both it and its affiliates, directors, employees, representatives and vicarious agents,
representatives and agents in the course of the performance of their duties in any transactions with us adhere to all applicable laws to prevent bribery and corruption including the prohibition of illegal payments or the inducement of other improper advantages to (but not limited to) public officials, business partners, family members or any other close relationship.
The Buyer declares that he has full knowledge of applicable Sanctions and Export Laws, (together "Export Restrictions"). The Buyer undertakes to comply with Export Restrictions at any time, and not to transmit Products and/or samples under this agreement, in a manner that will cause any Person to violate any applicable Export Restrictions.
Neither the Buyer nor any of its affiliates nor any of its or their respective directors, officers or employees (i) is, or is owned or controlled by, a Sanctioned Person or (ii) is located, organized or resident in a Sanctioned Country.
Should a provision of the agreement be or become legally invalid, the validity of the other provisions and the remainder of the agreement shall not be affected by this. In the event of an invalid provision, the contracting parties shall agree on new provisions that come as close as possible to the economic purpose of the invalid provision.
11 March 2024
