Sales and delivery terms
These sales and delivery terms (”terms”) apply for all deliveries from FACAS ApS (“FACAS”) to a buyer (“buyer”), unless agreed beforehand in writing from FACAS. Should there arise any discrepancies between the terms and the buyer’s commercial terms of any kind, the terms are ruled under the buyer’s commercial terms.
Offers and price estimates
Written offers from FACAS are valid for one month from the date of the offer unless otherwise agreed in writing. The buyer’s written acceptance of the offer must be received by FACAS before the deadline expires. Submission of proposals is only a guide and not binding for FACAS, regardless of how much the final price may vary from the estimate.
When an order is placed, the buyer is responsible for supplying a specification of the buyer’s needs and wishes and technical demands if requested by FACAS. FACAS reserves the right to make necessary general product changes without prior warning. All technical specifications by FACAS are subject to the same conditions.
The agreed prices are exclusive of the relevant VAT, other charges and any other added taxes. FACAS reserves the right to increase the price as a result of external cost increases, including but not limited to increases in taxes and charges, which are out of FACAS’s control. Unless agreed otherwise in writing, all prices are ex-factory.
Each delivery is sold with property rights, so that FACAS retains ownership of the delivery until full payment has been made and FACAS can demand the return of the delivery in case the buyer does not fulfil their payment obligations.
Prices and payment
Payment terms are 14 days net from the invoice date (credit approval is a requirement) otherwise upfront payment -2%. Late payments will have an additional DKK 250 in reminder charges for each reminder sent as well as 2.5 % interest from the start of each month from the due date.
All deliveries are ex-factory unless agreed otherwise in writing. FACAS’s responsibility for a delivery ends when it is handed over to a foreign carrier or another shipper intent on transportation to the buyer.
The delivery date appears on the offer or order confirmation. Regardless of whether the delivery time has been exceeded or not, the buyer does not have the right to terminate the agreement before the delivery date has been exceeded by 30 days. Cancelling is the buyer’s only remedy for a breach of contract and must be made in writing.
The buyer cannot make any claims against FACAS in the case of delays or non-delivery.
As soon the delivery is received, the buyer is obliged to carry out the necessary investigations to determine whether the delivery is in accordance with the agreed order.
If the buyer wishes to complain about deficiencies on delivery, he is obliged to do so in writing to FACAS. The complaint should be made immediately after the deficiency is discovered, but within 8 days of receipt of the goods. The buyer forfeits all rights concerning the deficiency if the complaint is made too late.
If the buyer wishes to make a claim for obvious damage incurred during transportation or missing boxes, the buyer should indicate this on the consignment note with the transport company’s signature on receipt of the delivery. Failure to do so will result in the buyer forfeiting all rights concerning the deficiency.
If there is a deficiency/damage on delivery that FACAS is responsible for, FACAS is always justified to free themselves from the responsibility of redelivery.
If the redelivery is made within 60 days after the buyer’s complaint, the buyer cannot make any further claims against FACAS. If FACAS is unable to deliver again, the buyer is entitled to a refund of the invoiced amount.
Liability for damages
FACAS is under no circumstances liable for consequential loss of profits, loss of time or other indirect losses.
FACAS’s liability for damages can never exceed the amount of DKK 100.000.
FACAS has no responsibility for failure to comply with delivery obligations if these conditions are a result of circumstances that FACAS has no control over as a result of a force majeure.
Force majeure includes the following conditions, civil unrest, mobilization, lack of supplies of raw materials, lack of transport possibilities, import and export prohibition, currency restrictions or lack of labour or any kind of situation that prevents or restricts usual production, lock out, strike, fire or damage to FACAS’s production equipment.
A force majeure at one of FACAS’s selected sub-suppliers has the same conditions of releasing responsibility between buyer and FACAS as if a force majeure had occurred at FACAS itself.
In the case of a force majeure, FACAS has the option of cancelling the delivery or making a part delivery or delivering as soon as the obstacles for normal delivery are gone.
Return of goods
If FACAS has accepted a delivery as being deficient, the return of this delivery will be at FACAS’s expense, provided that the buyer adheres to FACAS’s guidelines regarding packaging and shipping.
Retuned goods should be returned to FACAS in their original and undamaged packaging. In case the original packaging has been damaged or destroyed, it is the buyer’s responsibility to provide secure packaging.
Returning a delivery should occur using the same shipping methods as used by FACAS’s to the buyer. If the delivery is not returned in the same way as FACAS has stated and the delivery is damaged as a result, the buyer is not entitled to claim for either the original or the subsequent loss.
The product liability is regulated by section 36 of NL92, however mutual relations between the buyer and FACAS under section 36, last point, is settled by point 14 in the terms.
FACAS’s responsibility for property damage can never exceed DKK 100.000.
Jurisdiction and choice of law
Any disputes between the parties shall be settled by the ordinary courts with the Court in Roskilde in the first instance. The party’s agreement is subject to Danish law.
The international Sale of Goods Act nr. 733 from 7th December 1989 shall not be applicable between the parties.
Moreover, the terms are ruled under the national and international law – including but not limited to the Danish Sale of Goods Act.