General
The following standard terms of sale and delivery shall apply to all agreements between BERLIN PACKAGING DENMARK A/S and customers. BERLIN PACKAGING DENMARK A/S are hereinafter referred to as the supplier.
Offers – Orders – Special Rules
Offers made by the supplier shall not be binding until they have been accepted by the customer and the customer has received an order confirmation from the supplier. Any order placed by the customer shall be regarded as a binding offer made by the buyer which requires an order confirmation from the supplier.
Should the customer require the products to be manufactured according to particular specifications or from special raw materials, this must appear expressly from a statement accompanying the order. If no such special agreement has been made, the usual methods and standard goods shall be used. These usual methods include the reuse of material/regrind under conditions where traceability and products safety is not put at risk.
Cancellation And Change
The customer shall be free to cancel orders for plastic parts until five weeks before the date of delivery. Later cancellation shall entitle the supplier to charge the costs incurred in this connection to the customer.
The customer shall not be entitled to cancel orders for moulds and tools.
Prices
The prices quoted by the supplier shall mainly be based on the prices of raw materials quoted by the supplier’s suppliers and on indirect taxes in force at the date of the order confirmation. Consequently, the prices shall be adjusted at the date of delivery if the basis mentioned changes by more than plus/minus 5%. Prices are quoted exclusive of VAT, which, if relevant, will be added on the invoice.
Payment – Default Interest
The terms of payment appear from the order confirmation. If the customer does not pay the purchase price on time, the supplier shall be entitled to charge default interest as from the due date at the official discount rate applicable from time to time plus 7% p.a.
Moreover, the supplier shall be entitled to cancel the transaction and claim compensation.
Reservation Of Title
The goods shall remain the property of the supplier until payment in full has been made.
Moulds And Tools
The customer shall become the owner of moulds and tools paid for by the customer. The supplier shall not be obliged to maintain or repair such moulds and tools unless a special written agreement to that effect has been made. The supplier shall be entitled to exercise a lien on moulds and tools as security for any claim against the customer.
Place Of Delivery
The forwarding of products shall always take place ex works unless otherwise agreed in writing.
Quantity Of Delivery
The supplier shall be entitled to make the delivery plus/minus 5% of the quantity ordered against adjustment of the purchase price. If more or less than the 5% is delivered, the customer shall be entitled to claim additional delivery or refuse acceptance of the excess delivery. If the customer fails to notify the supplier of the exercise of this right within eight days after delivery, the customer shall be regarded as having accepted the quantity actually delivered.
Delivery And Delay
If the supplier exceeds the agreed time of delivery for plastic parts by more than 21 days, the customer shall be entitled to an agreed penalty unless it is assumed that the customer has not suffered any loss. If the delay is due to circumstances beyond the control of the supplier or for which the customer shall bear the risk, the time of delivery will be extended with a period corresponding to the period during which the circumstances exist.
Circumstances beyond the control of the supplier include breakdown of moulds or production facilities, labour disputes, late delivery by the supplier’s suppliers, lack of means of transport or a general scarcity of goods. The customer shall lose his right to the agreed penalty if he does not complain without undue delay once the time of delivery has been exceeded. The penalty shall be 1.5% of the purchase price of the delayed instalment for each whole week of delay. If the delay exceeds 10 weeks, the customer shall not be entitled to additional penalty. If delivery is not effected within six weeks after the agreed date of delivery, the customer shall be entitled to cancel the purchase. In addition to the penalty and this rescission, the customer shall have no other remedies in case of delay, including no right to compensation in case of delay, no right to compensation for business interruption losses, loss of profits, loss of goodwill or any other indirect loss.
The same shall apply to the delivery of moulds and tools, although the customer shall not be entitled to the agreed penalty until the time of delivery has been exceeded by more than 40%. Rescission in terms of moulds and tools shall be possible when the time of delivery has been exceeded by 100%.
Drawings
Unless otherwise agreed in writing drawings handed out by the supplier shall only be indicative.
Defects
The customer shall check the product for any defects immediately on delivery. Complaints about defects ascertained on delivery shall be made within two weeks after delivery in writing. As regards defects that could not be ascertained on delivery, complaints shall be made within three months after delivery. If the customer does not complain within these deadlines, the customer shall not be entitled to give notice of defects later.
As regards the delivery of plastic parts the supplier shall be obliged to make a replacement delivery or sort the parts, at his own discretion, if more than 1% of the delivery is defective. Sorting initiated by the customer shall only be refunded if this has been agreed in writing beforehand. The supplier’s liability to pay damages as a result of the defective goods shall in any respect be limited to the price of the defective goods delivered. Under no circumstances shall the customer be entitled to claim remedies due to defects other than the demand for re‐sorting and damages as maximized. The customer shall not have any other remedies for defective performance and shall therefore not be entitled to compensation, proportionate rebate or rescission.
As regards the delivery of moulds and tools the customer shall complain not later than at the type sampling and claims cannot be made after the sampling has been approved. As regards the delivery of moulds and tools, the supplier’s liability to pay damages due to defective goods shall in any respect be limited to the price of the mould or the tool. The customer shall not be entitled to compensation for business interruption losses, loss of profits, loss of goodwill or other indirect losses.
It is noted that, unless the supplier has approved the use of the product in writing and expressly, the supplier shall not assume any liability for whether the product is appropriate for the purpose for which it is used.
Product Liability
In so far as nothing else follows from mandatory statutory provisions, the following shall apply to the product liability of the supplier:
The supplier shall only be liable for personal injury if it is proven that the injury is caused by an error or act of negligence on the part of the supplier or others for whom the supplier is responsible.
The supplier shall not be liable for damage to real property and chattels, including damage to products manufactured by the customer and products in which they are included.
Under no circumstances shall the supplier be liable for business interruption losses, loss of profits or other indirect losses.
Where the supplier incurs product liability towards a third party, the customer shall be under an obligation to indemnify the supplier to the same extent to which the supplier’s liability is limited in the three preceding sentences.
If a third party makes a claim against one of the parties for product liability related to a delivery from the supplier, this party must immediately inform the other party of the claim. The supplier and the customer shall be under mutual obligations to submit to proceedings before the court or arbitration tribunal which hears claims for damages made against them on the basis of damage allegedly caused by the product delivered by the supplier to the customer.
Force Majeure And Interruption Of Production
The following circumstances shall imply exemption from liability if they prevent the performance of the purchase agreement or if they make the performance unreasonably onerous, whether or not they occur at one of the parties or their suppliers: war, mobilisation, civil unrest, natural disasters, strikes, lockouts, failing supplies of raw materials, energy restrictions, fire, damage to production facilities, failing transport, embargoes on imports and exports or currency restrictions.
Venue
The Copenhagen City Court shall settle any dispute arising between the parties. EN040200