Sales and Delivery Terms for Hycon A/S
Scope of application
These Sales and Delivery Terms apply to any sale and delivery of Products made by Hycon A/S unless otherwise explicitly agreed in writing.
In the event of any discrepancy between these Sales and Delivery Terms and the buyers’s general terms and conditions, these Sales and Delivery Terms shall prevail, unless otherwise explicitly agreed in writing.
Offers and acceptance
Quotations from Hycon shall not be considered legally binding. All quotations are subject to the products being unsold. Prices quoted in an offer are valid for 30 days unless otherwise agreed in writing.
An order is considered accepted when it is confirmed in writing by Hycon. In case batches are offered, we keep the right of disposal until the end of the deal.
Other agreements between Hycon and third parties are binding only when they are confirmed in writing by Hycon.
All sale is according to the price shown in the order confirmation.
If at least three (3) months have, for any reason, passed between the order confirmation and the delivery of the product, Hycon may raise the price if for example a general price increase has been announced after date of order confirmation and before delivery date, or if production and/or transportation costs have increased.
Delivery will be ex works unless otherwise agreed in writing.
The deadlines and time periods indicated by Hycon are not binding, unless agreed otherwise in writing. Hycon is not responsible for delays of delivery due to Force Majeure or due to events which make the delivery considerably more difficult or impossible, even if binding time periods and delivery deadlines have been agreed.
Those events permit Hycon to delay the delivery for the duration of the hindrance, or to withdraw from the contract in full or in part in relation to that part that has not been fulfilled.
Hycon is always permitted to carry out partial deliveries.
A delay in delivery, other than as a result of gross negligence or wilful misconduct on Hycon's part, does not entitle the buyer to any remedies.
Payment and property
The invoiced amount must be paid by the buyer within 3 days after the expiration of the payment deadline. If the buyer fails to make payment within this time, the buyer shall pay interest of the unpaid amount at a rate of one (1)% per month. Buyer cannot withhold payment due to complaint or counterclaim regarding the delivered.
The sold items will remain Hycon's property until the full purchase price with any interest and costs, including shipping requirements, is fully paid.
If the buyer fails to make any payment, Hycon is entitled to withhold further deliveries.
Inspection and acceptance of the products
The buyer must inspect the products upon delivery. The buyer is deemed to have accepted the products, unless written notice of rejection, specifying the reasons for the rejection, is given to Hycon within ten (10) business days after delivery of the products. The buyer cannot raise any claim in respect of any visible damage or defect which is or could have been detected during such inspection and which has not been notified to Hycon within the ten days.
Limitation of Liability
Any claim for damages against Hycon cannot exceed the invoice amount of the item sold.
Hycon is not liable for operating loss, loss of profits, or other indirect financial loss in connection with the agreement, including such losses arising from delays or defects in the sale, or circumstances caused by Force Majeure. Hycon is obliged to notify the buyer in writing without notice, in cases of Force Majeure circumstances as mentioned above.
Hycon's product liability is deprived as much as possible, so Hycon can only be liable for product liability, where this is due to applicable mandatory legislation. Hycon's liability to the buyer can never exceed DKK 100,000 in a single case. In one case of damage, all damage caused by the same mistake or negligence shall be understood to mean any damage. The limitations mentioned in Hycon's liability do not apply if Hycon has been guilty of gross negligence. Hycon is not liable for operating loss, loss of profits, or other indirect financial loss. The buyer shall indemnify Hycon insofar as Hycon is liable to product liability against third parties.
Returns and packaging
The buyer is not entitled to return any products.
If Hycon nevertheless chooses to accept a return of products, the accepted products shall be delivered to Hycons premises in Denmark without any costs to Hycon. Returned items are credited with a deduction of 20% of the buyers purchase price against handling and administrative costs. Products can only be accepted for credit if in original and undamaged packaging.
Governing Law and Venue
These Sales and Delivery Terms shall be governed and construed by and shall be interpreted in accordance with the laws of the Kingdom of Denmark without the application of its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any sale regulated by these Sales and Delivery Terms, and shall be disclaimed and excluded from any agreements made by Hycon A/S.
Any dispute or claim arising out of or in connection with these Sales and Delivery Terms, which cannot be settled amicably between the Parties, shall be settled by arbitration in Copenhagen arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
In case of any discrepancy between different translations of the Terms and Conditions the English version shall prevail.