TERMS OF SALE AND DELIVERY
Version 5 - 21 September 2022
1. In general
Unless otherwise agreed in writing, these terms of sale and delivery (after this referred to as „Terms“) apply to Trailerpartner A/S´ deliveries to the buyer.
The buyer’s general conditions of purchase, whether or not they form part of the buyer’s sales documents, including acceptance, shall not be considered. This applies regardless of when these may be presented.
2. Order/service
Trailerpartner A/S‘ performance covered only what is covered by the invoice / order confirmation. Any agreement on changes or additions to the original agreement is not binding on Trailerpartner A/S without written confirmation from Trailerpartner A/S.
3. Prices
All prices are quoted in Danish kroner (DKK) and exclude VAT, freight, customs duties, taxes, and other charges, including re-registration fees. If the prices for the offered or agreed delivery change, as a result of changes in purchase prices, raw material prices, exchange rates, freight, customs, taxes, duties or the like, Trailerpartner A/S is entitled to change the prices offered to and/or agreed with the buyer.
4. Buyer's information about financing
The buyer must state how the purchase is to be financed when the agreement is concluded.
If the buyer is to have the purchase financed by leasing, all relevant leasing documents must be provided at the latest when the order is placed, including but not limited to the leasing agreement and the delivery approval. Any deposit must be paid before delivery can take place.
5. Payment
Unless otherwise agreed in writing, payment shall be made net in cash on delivery. In the event of late payment, default interest shall be calculated at the rate of 2 % per month from the due date. Payment by set-off cannot take place if the counterclaim is disputed.
Failure to comply with Trailerpartner A/S‘ payment terms is considered a material breach, entitling Trailerpartner A/S to stop further deliveries and to demand immediate payment of any outstanding amounts, due or not.
Reference is also made to the provisions of section 12 concerning the inability to withhold all or part of the purchase price on account of alleged defects.
6. Product information and changes
Information in the product information is only binding to the extent expressly referred to by Trailerpartner A/S. Trailerpartner A/S can, without notice, make changes to all product specifications if this can be done without significant inconvenience to the buyer.
Drawings, specifications and the like provided by Trailerpartner A/S before or after the conclusion of the agreement remain the property of Trailerpartner A/S and may not be disclosed without Trailerpartner A/S‘ written consent.
7. Cancellation or modification of the order
If Trailerpartner A/S approves a change or cancellation of the order, the buyer is obliged to pay the costs associated with the change or cancellation and to compensate Trailerpartner A/S for any lost profit.
Trailerpartner A/S is, in that case, entitled to an extension of the delivery time. Trailerpartner A/S shall, at the buyer’s request, estimate when delivery is expected to take place.
8. Supplier changes and intermediate sales
Trailerpartner A/S is entitled, in the time between the offer and acceptance thereof, to sell the offered to someone else. The parties agree that this does not trigger a right to compensation for the buyer.
Trailerpartner A/S can also not be held responsible to any extent if, after the conclusion of the order, supplier changes occur that make the fulfilment of the order impossible, which is why the parties for this and similar cases agree that impossibility exists, which results in the order being cancelled without compensation.
In the event that an order includes an agreement for the supply of extras for an order, this agreement shall be deemed to be ancillary to the main order. Should it become impossible to deliver an order, this does not mean that the main order can be cancelled as a result.
9. Reservation of title
Trailerpartner A/S retains ownership of the goods sold until the customer pays the entire purchase price, including interest and costs. Until payment in full has occurred, the buyer is not entitled to resell the goods sold or otherwise dispose of them in a way that contravenes Trailerpartner A/S’s retention of title.
In the event of default by the buyer, Trailerpartner A/S is entitled to repossess the goods sold. Trailerpartner A/S retains any residual claims against the buyer.
In the case of a purchase with retention of title, the buyer is obliged to take out comprehensive insurance for the goods sold. The sum insured shall at all times cover the commercial value of the goods sold. The buyer is obliged to sign the pledge declaration when taking out the insurance.
10. Delivery
Delivery takes place ex Aabenraa at Trailerpartner A/S‘ place of business. The risk of the goods sold shall pass to the buyer at the agreed time of delivery.
Trailerpartner A/S may, as a result of Trailerpartner A/S‘ own circumstances or as a result of circumstances at its supplier, postpone the delivery period against the notification of the buyer thereof. Trailerpartner A/S assumes no liability for any loss resulting from delayed delivery.
11. Delay of the buyer
If the buyer is unable to take the measures, he is obliged to take in order to carry out the delivery, or if a delay on his part is considered likely, he must notify Trailerpartner A/S in writing without undue delay. He shall, at the same time, state the reason for the delay and, as far as possible, the duration of the delay.
However, notwithstanding any delay by the buyer in performing his obligations under the first subsection, he shall make the agreed payment as if the delay had not occurred.
If the buyer does not collect the goods sold in time, the goods sold shall be stored at the buyer’s expense and risk.
Trailerpartner A/S is entitled to a postponement of the delivery time as a result of the buyer’s default.
Failure to comply with Trailerpartner A/S‘ payment terms is considered a material breach, entitling Trailerpartner A/S to stop further deliveries and to demand immediate payment of any outstanding amounts, due or not. If the delay is significant, Trailerpartner A/S is entitled, after written notice with 10 days notice, to cancel the agreement by written notice to the buyer. Trailerpartner A/S can claim compensation from the buyer for the loss incurred as a result of the buyer’s delay.
12. Defects and notice of default
Upon delivery, the buyer shall immediately make such examination of the goods sold as proper business practice requires. If the buyer wishes to rely on a defect, the buyer must notify Trailerpartner A/S immediately after the defect has been or should have been discovered, stating what the defect consists of. If the buyer has or should have discovered the defect and the buyer does not rely on the defect as stated, the buyer cannot later rely on the said defect. At Trailerpartner A/S’s discretion, defects in the goods sold will be remedied, redelivered, or the purchase price for the goods sold will be credited to the buyer. Trailerpartner A/S is not obliged to provide a loan trailer but will try to assist with this if possible.
If the buyer has not relied on a defect against Trailerpartner A/S within 12 months after the date of delivery, the buyer cannot later rely on it.
Alteration of or changes to the goods sold without the consent of Trailerpartner A/S releases Trailerpartner from any liability and obligation.
The buyer shall at no time be entitled to withhold any amount due to alleged defects, including but not limited to lease payments, etc.
The buyer is obliged to return, at his own expense, any replaced parts to the manufacturer for rectification.
No guarantee is given on second-hand goods, stock or delivered services unless otherwise agreed. Warranty on new goods follows the manufacturer’s warranty. Claims under the manufacturer’s warranty must be made against the manufacturer and are thus not the responsibility of Trailerpartner A/S.
13. Limitation of liability
For claims relating to Trailerpartner A/S‘ performance or non-performance of its obligations, the buyer is entitled to compensation for a direct loss with the following limitations:
Trailerpartner A/S is limited to direct loss and is – regardless of cause and regardless of the nature of the claim – limited to the greater of the following two amounts:
A. DKK 5 million, however limited to the following amounts regarding:
a. Processing/ Treatment DKK 2 million
b. Ingredient/component damage DKK 2 million
B. the amount invoiced for the service/product that caused the damage/loss or is the cause of or directly connected to the compensation claim.
Trailerpartner A/S is under no circumstances liable to the buyer for lost work profit, lost savings or other indirect losses or consequential damages resulting from the use of the sold goods or the inability to use them, regardless of whether Trailerpartner A/S has been notified of the possibility of such claims.
14. Concerning the sale of trailers with tipping device (Tipping trailers)
For the sale of vehicles with a tipping device, including (but not limited to)
- Front section,
- Trailer,
- Centre-axle trailer, and
- All types/sizes of semi-trailers,
The following apply:
No warranty is given on the tip cylinder/tip bracket, axles/axle suspension, chassis, including its tipping box structure (whether aluminium or steel) and any after-market equipment, unless the buyer proves the following:
- that the legally permitted axle load is not exceeded (e.g. on 4-axle semi-trailers with 30 T boogie pressure/ i.e. max. axle load of 7,500 kg),
- the goods mounted on the trailer are not loaded incorrectly or frozen to the floor,
- that the pressure of the legal kingbolt is not exceeded,
- that no tipping with wind speed exceeding 6 seconds/m has occurred,
- that the tyre pressure complies with the relevant requirements, and
- that the foundation has the necessary stability and is level.
Please refer to the „Tipping Manual“ provided at delivery.
15. Force Majeure
Trailerpartner A/S is not liable to the buyer for losses arising from circumstances of an unusual nature and which hinder, complicate or delay the performance of the agreement if these occur after the offer has been made and are beyond Trailerpartner A/S‘ control: Cyberattacks, labour disputes (strikes and lockouts), fire, war, rebellion, civil unrest, weather and natural disasters, currency restrictions, government seizure, import or export bans, disruption of normal traffic, including energy supply, substantial price – and/or tax or fee increases, currency fluctuations, production and delivery difficulties caused by circumstances for which Trailerpartner A/S cannot be held responsible, as well as the occurrence of force majeure and/or hardship at relevant subcontractors.
16. Product liability
Trailerpartner A/S is liable for product liability in accordance with Danish law. The buyer must immediately notify Trailerpartner A/S if a third party asserts product liability against the buyer. To the extent that nothing else follows from mandatory rules, Trailerpartner A/S is not liable for operating losses, loss of profit, or other indirect losses.
If a third party brings an action against Trailerpartner A/S in connection with product liability, the buyer agrees to join as a party to the action during the proceedings or to have an action brought against him at the court or arbitration tribunal that is handling the case.
17. Disputes, applicable law, and jurisdiction
Disputes between the parties that cannot be settled amicably shall be settled by the Danish Maritime and Commercial Court or – if the Maritime and Commercial Court does not have jurisdiction to hear the case – by the District Court in Sønderborg, applying Danish law. However, Danish private international law referring to foreign law and the International Sales Convention (CISG) does not apply.
In case of doubt as to the interpretation of these conditions, the Danish version shall prevail.