Sales and Delivery Terms

1. VALIDITY
1.1 These general terms and conditions of sale and delivery apply to all deliveries of products, installation, and services from Povl Møllers Maskinfabrik A/S, unless otherwise expressly and in writing agreed upon.

1.2 Povl Møllers Maskinfabrik A/S is therefore not bound by any terms or conditions stated in the buyer’s purchase documents, even if Povl Møllers Maskinfabrik A/S has not objected to such terms. Furthermore, Orgalim S 2022 shall apply to the delivery, unless installation is included, in which case Orgalim SI 14 shall apply. In the event of any inconsistency between these terms of sale and delivery and the applicable Orgalim conditions, the Orgalim standard terms shall prevail.

2. QUOTATIONS
2.1 All quotations are made subject to prior sale, cf. clause 3. If the seller submits an offer that does not specify a particular acceptance period, the offer shall lapse unless acceptance has been received by the seller no later than 15 days from the date of the offer.

3. Subject to Prior Sale
3.1 Until the buyer’s acceptance has been received by the seller, the seller shall be entitled to enter into an agreement with a third party concerning the offered goods, with the effect that the offer to the buyer lapses without further notice.

3.2 Offers from Povl Møllers Maskinfabrik A/S are non-binding unless otherwise stated in the offer.

3.3 A final agreement on deliveries is only considered concluded upon the buyer’s receipt of Povl Møllers Maskinfabrik A/S’s order confirmation, and only the contents of such confirmation shall be binding on the parties.

4. PRICES
4.1 All prices are stated in Danish Kroner (DKK) or Euros and are exclusive of VAT. The buyer is obliged, up until delivery, to accept price adjustments resulting from documented increases in the seller’s costs due to changes in exchange rates, customs duties, taxes, fees, or similar charges relating to the agreed delivery.

4.2 If the goods sold are covered by a price list used by the seller, pricing shall be based on the price list in effect on the date of delivery.

5. PAYMENT
5.1 Payment shall be made no later than the date stated on the invoice as the final due date. If no such date is indicated, payment shall be made in cash upon delivery.

5.2 If delivery is postponed due to circumstances attributable to the buyer, the buyer shall, unless otherwise agreed in writing by the seller, nevertheless be obliged to make any payment to the seller as if delivery had taken place at the agreed time.

5.3 If payment is made after the due date, the buyer shall pay interest on the overdue amount at a rate of 2% for each commenced month.

5.4 The buyer shall not be entitled to offset any counterclaims against the seller that have not been expressly acknowledged in writing by the seller, nor shall the buyer have the right to withhold any part of the purchase price on account of counterclaims of any kind.

6. RETENTION OF TITLE
6.1 The seller reserves the right of ownership of the goods sold, subject to the limitations imposed by mandatory law, until the full purchase price, including any accrued costs, has been paid to the seller or to any party to whom the seller has assigned his rights.

6.2 In the event that the goods are transformed or processed, the retention of title shall continue to apply, such that it extends to the transformed or processed item to the extent corresponding to the value
represented by the goods at the time of sale.

7. DELIVERY
7.1 Delivery shall take place from the seller’s address, regardless of whether the seller, using its own personnel or a third party pursuant to a separate agreement with the buyer, arranges transportation of the goods to the buyer.

7.2 The time of delivery may be agreed upon as a specific date or as a specific period after the conclusion of the agreement. It is a prerequisite that all information necessary for the execution of the order is available to the seller at the time of the agreement. Delivery is deemed to have taken place when the goods have physically arrived at the buyer’s address. If delivery is agreed as “delivered, installed, and ready for operation,” the buyer shall assist and make available the necessary personnel, aids, cranes, forklifts, and other lifting equipment required for installation.

7.3 If delivery does not take place within the agreed delivery period, the buyer shall only be entitled, by written notice to the seller, to demand delivery and to fix a final reasonable deadline for this purpose, indicating that the buyer intends to terminate the agreement if delivery is not made within the set deadline. If delivery has not taken place within such extended deadline, the buyer shall be entitled to terminate the agreement by written notice to the seller. Should the buyer choose to terminate the agreement, the buyer shall not be entitled to any form of compensation or damages for direct or indirect losses.

7.4 If the delay in delivery is due to circumstances as specified in clause 12.2, the delivery time shall be extended by the duration of the hindrance. However, both parties shall be entitled to cancel the agreement without liability if the hindrance has lasted for more than three months. This provision shall apply irrespective of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.

8. SHIPPING
8.1 All shipments made by the seller by truck are subject to the condition that the unloading site is accessible by a passable road and that unloading takes place as specified in clause 7.2.

8.2 The buyer is responsible for immediate unloading. Any waiting time shall be at the buyer’s expense.

9. PACKAGING
9.1 If the machines/equipment require special packaging, the cost of such packaging shall be borne by the buyer unless it is expressly stated that it is included in the price.

9.2 Packaging will only be accepted for return by separate agreement.

10. PRODUCT CHANGES
10.1 The seller reserves the right to make changes to agreed specifications without prior notice, provided that such changes can be made without inconvenience to the buyer.

11. DEFECTS AND CLAIMS
11.1 Upon delivery, the buyer shall immediately carry out such an inspection of the goods as is customary in sound business practice.

11.2 If the buyer wishes to claim a defect, the buyer must notify the seller in writing immediately after the defect has been or ought to have been discovered and specify the nature of the defect. If the buyer has discovered or ought to have discovered the defect and fails to notify as stated, the buyer shall lose the right to make any claim regarding the defect. If no defect for which the seller is responsible is found, the seller shall be entitled to compensation for the work and costs that the unwarranted complaint has caused the seller.

11.3 At the seller’s discretion, any defects in the goods will be remedied or replaced. Once such remedy or replacement has been carried out, the buyer shall not be entitled to any further remedies for defects.

11.4 Sker afhjælpning eller omlevering i henhold til pkt.11.3 ikke inden rimelig tid, er køber under iagttagelse af dansk rets almindelige regler samt nærværende salgs- og leveringsbetingelser berettiget til at hæve aftalen eller kræve afslag i købesummen.

11.5 If the buyer has not notified the seller of the defect within 1 month from the date of delivery, the buyer shall not be entitled to invoke the defect at a later time.
If the goods are used more intensively than agreed or assumed at the time of the agreement, the period shall be reduced proportionally. For parts that have been replaced or repaired in accordance with clause 11.3, the seller undertakes the same obligations that applied to the originally delivered goods for a period of 12 months, provided that the seller’s liability for defects can in no case be extended to more than 18 months from the original date of delivery.

11.6 Any alteration of or interference with the goods without the seller’s written consent shall release the seller from all obligations.

12. LIMITATION OF LIABILITY FOR DELAY OR DEFECTS
12.1 The seller shall not be liable for loss of production, loss of profit, or any other direct or indirect losses arising out of the agreement, including indirect losses resulting from delay or defects in the goods.

12.2 The following circumstances shall entail freedom from liability for the seller if they prevent the performance of the agreement or make such performance unreasonably burdensome: labour disputes and any other circumstances beyond the parties’ control, such as fire, war, mobilisation or unforeseen military call-ups of similar scope, requisitioning, seizure, currency restrictions, riots and civil disturbances, lack of transportation, general scarcity of goods, restrictions on power supply, as well as defects or delays in deliveries from subcontractors or suppliers caused by any of the circumstances mentioned in this clause. Circumstances as mentioned above that have occurred prior to the submission of the offer/conclusion of the agreement shall only entail freedom from liability if their impact on the performance of the agreement could not reasonably have been foreseen at that time.

12.3 The seller shall, without undue delay,
notify the buyer in writing if any of the circumstances mentioned in clause 12.2 occur.

13. WARRANTY
13.1 For the purchase of machines, products, and spare parts, the warranty period is 12 months under normal operation of a maximum of 8 hours per day.

13.2 For the purchase of control systems and electrical components, the warranty period is 12 months, provided that no interventions or modifications have been made by anyone other than Povl Møllers Maskinfabrik A/S. Any such intervention will void the warranty.

14. USED MACHINES
14.1 Used machines are sold on the same terms as new machines, and a 12-month warranty is provided under the conditions stated in clause 13.1.

14.2 Used machines that are not described as refurbished shall be regarded as used machines, and a 3-month warranty is provided unless otherwise agreed in the Order Confirmation.

15. RETURNS
15.1 Goods will only be accepted for return subject to prior written agreement, and returned items must be undamaged and in their original packaging.

15.2 In cases where the buyer has entered into an agreement allowing goods to be returned, the buyer will be credited for the returned goods in accordance with the seller’s return policy in force at the time of return.

15.3 In cases where the buyer is entitled to rescind the purchase, or where the goods are returned to the seller for replacement or remedy of defects, the goods shall be shipped to the seller in their original packaging and at the buyer’s expense and risk. To the extent that the seller incurs shipping costs or similar expenses, the seller shall be entitled to demand reimbursement from the buyer and to offset such costs against any claims the buyer may have against the seller. After the repair has been completed or the item has been replaced, the buyer is obliged, at the buyer’s own expense and risk, to collect the repaired or replaced item from the seller.

15.4 Goods that have been specially procured for the buyer and are not standard stock items of the seller cannot be returned.

16. PRODUCT LIABILITY – TECHNICAL INFORMATION AND DRAWINGS
16.1 Product liability shall be governed by the rules of Danish law in force at any given time. The seller shall not be liable for loss of production, loss of profit, or any other indirect losses. The seller shall not be liable for direct or indirect losses caused by machine downtime, regardless of the reason, including defects or deficiencies in the delivered goods.

16.2 Technical information and drawing data contained in catalogues, brochures, advertisements, websites, product information, illustrations, drawings, and other material not prepared specifically for the particular order are for guidance only. Information regarding weight, dimensions, capacity, volume, load-bearing ability, speed, and other technical data shall only be binding on Povl Møllers Maskinfabrik A/S when expressly included in the contractual basis.

16.3 Any assistance in the form of technical guidance, measurements, quantity calculations based on drawings, or similar support is provided solely as a service, for which Povl Møllers Maskinfabrik A/S assumes no liability.

17. TRANSFER OF RIGHTS AND OBLIGATIONS
17.1 The seller shall be entitled to transfer all rights and obligations under the agreement to a third party.

18. DISPUTES
18.1 Any dispute between the parties shall be settled by the Danish courts in accordance with Danish law.