General Conditions of Sale and Delivery

Scope and precedence
These Terms of Sale and Delivery (hereinafter referred to as “Terms”) apply to all offers, orders, and deliveries from Nowocoat Industrial A/S, CVR No 25067282 (hereinafter referred to as “the Supplier”), to any customer (hereinafter referred to as “Buyer”) (hereinafter collectively referred to as “the Parties”), unless otherwise expressly agreed in writing.
The Supplier is not bound by any terms provided by the Buyer, including any purchase terms, even in the event that the Supplier has not objected to such terms.

Offer and ordering:
All offers are submitted subject to prior sale. If the Supplier submits an offer that does not specify a specific acceptance period, the offer automatically expires if the order is not submitted by the Buyer within 30 days from the date of the offer.
Furthermore, the offer becomes binding only upon the Supplier’s order confirmation. Offers become binding upon placing the order with the Supplier, unless the Supplier declares that the order cannot be accepted. The Buyer is obliged to review the order confirmation, which is sent to the Buyer immediately.

Price
The price applicable is that on the date of order confirmation and excludes VAT, customs duties, taxes, shipping costs, and all other costs incurred by the Buyer as a result of the agreed EXW clause, as referenced in paragraph 4 below. Unless otherwise expressly stated in writing in the Supplier’s offer/order confirmation, all prices shall be deemed to be in the indicated currency.
Expedition fees apply to orders below DKK 1,000.00. Freight prices are variable.
If there are increases in commodity prices, agreed wages, employer taxes of any kind, goods taxes, customs duties, import/export taxes, the Danish Krone exchange rate, or other factors outside the Supplier’s control, the Supplier reserves the right to adjust the price accordingly.
Should the Supplier choose to increase the price as per this paragraph, the Buyer must be notified prior to the shipment of the goods, after which the Buyer has 8 days to cancel the delivery.

Delivery:
Delivery takes place EXW (INCOTERMS 2010) from the Supplier’s address (Stålvej 3, DK-6000 Kolding), unless otherwise agreed in writing, adhering to the delivery times specified in the order confirmation. The Supplier is responsible for the shipment and chooses the mode of shipment, as the Buyer assumes the risk that transportation can be secured. It is the Buyer’s responsibility to arrange any transportation and/or goods insurance at their own expense. Shipment occurs at the Buyer’s expense and risk, and in all cases, delivery is deemed to have occurred when the goods are made available for the Buyer’s collection at the Supplier’s address. Additionally, the applicable INCOTERMS (PT. INCOTERMS 2010) apply at the time of the offer submission.
If delivery is requested without receipt, the Supplier disclaims responsibility for this.

Packaging
The goods are shipped in the Supplier’s standard packaging and are supplied with such external packaging as the Supplier deems necessary and sufficient for shipping. Packaging is included in the price unless otherwise agreed. Packaging labelled as returnable packaging is only taken back when it is returned DDP INCOTERMS 2010 to the Supplier’s address in empty condition and is received in undamaged condition. Any return of packaging is thus at the Buyer’s expense and risk.

Delay
The Buyer is only entitled to cancel or annul the order due to delay if delivery is delayed by more than 30 days. Delay only entitles the Buyer to compensation if they can demonstrate that the delay is due to gross negligence or continuity on the part of the Supplier. However, the Supplier is in no event liable for operating loss, time loss, loss of advance, consequential damages, or similar indirect losses, including any daily fines imposed on the Buyer.

Payment:
The Buyer must pay the invoice amount according to the payment terms stated on the invoice or otherwise agreed upon. In the event of non-compliance with the payment deadline, the Supplier calculates a delay rate of 2% per month starting from when the invoice amount is due until payment is made A change or proof of debt is not regarded as a payment. The Buyer is not entitled to offset any counterclaims against the Supplier that have not been acknowledged in writing by the Supplier and has no right to withhold any portion of the purchase price due to counterclaims of any kind, including alleged defects.

Property reservations
The Supplier reserves the right of ownership of the delivered goods until the full purchase price, including interest, costs, etc., has been paid.

Defects and complaints:
If the delivered goods do not meet the specifications provided by the Supplier or the requirements set out in writing by the Buyer or are not of normal quality, the Supplier (provided that the Buyer has made a timely complaint, as detailed below) shall be obliged, whether or not due to a detectable error on the part of the Supplier, to replace the goods referred to in paragraph 11 below with a new, fault-free item. The replacement occurs at no cost to the Buyer, provided that the Buyer returns the defective item in advance; however, the return is at the Buyer’s expense and risk. The Buyer’s return of defective goods must always occur in consultation with the Supplier. Any replacement by the Supplier takes place under the same terms and conditions as for the original delivery, including those specified in paragraph 4. Under no circumstances may the Buyer claim defects after 6 months from the initial delivery to the Buyer, as detailed below. Nevertheless, the Supplier may always opt to refund the invoice price for the defective goods in the delivery instead of sending a new item.
The Supplier is entitled to deliver up to 10% less or 10% more than the agreed quantity, without the delivery being considered defective.
A defect in a delivery does not entitle the Buyer to compensation for either direct or indirect losses, including operating loss, time loss, loss of advance, consequential damages, or similar, except as stated above regarding replacement or refund.
Upon receipt of the goods at the Buyer’s address, the Buyer must immediately conduct a thorough examination of the delivery, including quantity and specifications. Should the Buyer wish to complain about any defects, including those related to quantity or specifications delivered, which the Buyer has or should have discovered in their thorough examination of the delivery, a detailed written complaint must be made to the Supplier without undue delay and no later than 8 days after the delivery has been received at the Buyer’s address. In all cases, the Buyer is obliged to promptly notify the Supplier if defects are discovered later. However, complaints must always be made within 1 month of the time of delivery, as per paragraph 4. By making a subsequent complaint, the Buyer forfeits their rights to object.

Liability for damage caused by the delivery (product liability).
The supplier’s liability covers only direct personal or material damage that arose as a result of defects or errors in the supplied product. The Supplier is therefore not liable for any damage attributable to improper or unusual use of the goods, including their use on substrates or exposure to influences such as weather or humidity for which the goods are not intended. Additionally, the Supplier shall not be liable for damages resulting from inadequate or inappropriate storage.
The Supplier shall not be liable for damage to immovable property and/or immovable property when the delivery is in the Buyer’s possession, or for damage to products manufactured by the Buyer.
However, if liability arises pursuant to the above, the liability does not include operating loss, time loss, loss of advance, consequential damages, and similar indirect losses. Unless otherwise agreed, liability for damages is also limited to DKK 1,000,000.
To the extent that the Supplier is subject to product liability to third parties, the Buyer is obliged to indemnify the Supplier to the same extent that the Supplier’s liability is limited under the conditions specified in paragraph 10. f a third party claims liability against one of the Parties pursuant to this paragraph, that party must immediately inform the other party. The Supplier and the Buyer are mutually obliged to cooperate in any legal proceedings concerning claims for damages brought against one of them by a third party due to damage allegedly caused by the delivery.

Limitation of liability / scope.
In addition to the aforementioned limitations of liability, any claim against the Supplier may not exceed the invoice amount for the sold product.
The Supplier’s information to the Buyer is based on laboratory tests and/or application technical trials and serves as guidance for the sale of the product and method of work. The Supplier’s information to the Buyer does not constitute in any way a warranty or guarantee regarding the characteristics of the goods. The Buyer/user must strictly adhere to the instructions provided by the Supplier for the use of the product and its storage. If these instructions are not followed, the Buyer (and/or the User) cannot make any claims against the Supplier. Furthermore, as the user’s working conditions are beyond the control of the Supplier, the Supplier assumes no responsibility for the results achieved.

Force majeure
The circumstances mentioned below are considered as examples of events that constitute grounds for discharge when they prevent the performance of delivery:
Labour conflicts, strikes, lockouts and any other circumstances beyond the control of the Parties, such as fire, war, mobilisation, unexpected military call, sabotage, recruitment, seizure, currency restrictions, import bans, export bans, riots, unrest, lack of means of operation, lack of energy supply, production accidents, general shortages of goods, lack of transport means, restrictions on propulsion means and deficiencies or delays in subcontractor deliveries, due to any of the circumstances mentioned in this paragraph, including the above examples.
It is expressly noted that the above list of examples is not exhaustive and that other examples may also fall within this limitation of liability. If delivery is temporarily hindered by one or more of the aforementioned circumstances, the delivery time will be extended accordingly. Should the impediment persist for more than 12 weeks, the Supplier reserves the right to cancel the delivery without incurring any liability.
The above provisions do not release the Buyer from, or postpone, their obligation to pay the purchase price or any other amounts owed to the Supplier on time.

Invalidity
If any provision of these Terms and Conditions is deemed invalid, unlawful, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain unaffected.

Applicable law and jurisdiction
All disputes between the Parties shall be governed by Danish law, including the Danish Sale of Goods Act, with the exception of Danish conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply, either wholly or in part.
Any disputes arising between the Parties shall be settled by the Danish courts, with the Court of Kolding serving as the court of first instance.

[15.02.2023]