Terms and Conditions of Sale and Delivery
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. APPLICATION
Unless otherwise provided by mandatory law or by separate written agreement between the partners, all quotations, sales and deliveries by JYFA V/PREBEN TVERMOSE, Corp.reg.no. DK89056616 (hereinafter ‘JYFA’), are subject to the following General Terms and Conditions of Sale and Delivery.
2. QUOTATIONS & ORDER CONFIRMATION
All orders for products, spare parts and services (hereinafter ‘Products’) that can be purchased from JYFA are only final upon the Customer receiving JYFA’s order confirmation, and only this is binding on JYFA. If the Customer cannot accept the order confirmation, they must give written notice within 5 days of receiving the order confirmation. Quotations expire 14 days after the quotation has been sent unless otherwise specified.
Quotations and order confirmations are subject to prior sale. In the case of prior sale, not based on an existing dealer agreement, JYFA has the right to withdraw from the offer/order without the Customer being able to make any claim against JYFA in this respect.
3. DRAWINGS, DESCRIPTIONS, MODELS, ETC.
All drawings and technical documents, etc., relating to JYFA’s Products, or the manufacture thereof, delivered to the Customer before entering into an agreement, shall remain the property of JYFA. The material covered by this provision may not be misused or passed on to third parties and must be returned to JYFA immediately if the quotation is not accepted.
Information provided by JYFA, a JYFA dealer or a JYFA business partner regarding the applicability, weight, dimensions, capacity and technical data in catalogues, ranges, brochures, information plates, user manuals, advertisements, datasheets, website, e-mails, quotations, order confirmations, online media such as Facebook, are to be considered as approximate only and cannot be deemed as guaranteed. JYFA is not responsible for the delivered goods meeting the Customer’s needs or intended use unless the Customer has requested this and JYFA has accepted this in writing.
4. PRICES
The price of Products shall follow JYFA’s current price when JYFA confirms the Customer’s order. Prices are quoted in either Danish kroner (DKK) or Euros (EUR) and exclude VAT, freight, surcharges, fees, etc.
5. PAYMENT
For Customers who do not have a credit agreement with JYFA, payment will be net cash before delivery. In the event of non-payment by the due date, interest shall be added at the rate of 2% per commenced month and until payment is made. JYFA is entitled to charge a reminder fee and a compensation amount in accordance with the provisions of the Danish Late Payment of Commercial Debts (Interest) Act. If the purchase price is not paid on time, JYFA reserves the right to withhold all other deliveries in progress and to prevent the handover of ordered goods.
6. OWNERSHIP
JYFA reserves the right of ownership of delivered Products until the entire purchase price, including delivery costs and any costs and interest, has been paid in full to JYFA or to the party to whom JYFA has transferred its right.
7. DELIVERY & TRANSFER OF RISK
All orders are delivered at the time stated in JYFA’s order confirmation. Unless otherwise agreed in writing, delivery is ex JYFA’s factory in Brande so that the Customer bears any risk of accidental events affecting the Products delivered during transport, unloading and unpacking. This applies regardless of the size of the order and whether JYFA bears the cost of transporting the goods from JYFA to the Customer within the purchase price. If JYFA bears the costs of transporting the Product within the purchase price, there must be a written agreement to this effect.
8. RETURNS
Ordered Products cannot be returned unless JYFA has accepted this in writing in advance. If JYFA agrees to accept the return of the Product, the Customer shall bear the costs of freight, packaging, etc., both for delivery to the Customer and return of the Product to JYFA.
9. COMPLAINTS
The Customer must inspect all Products upon receipt. If the Customer discovers a defect or fault that the Customer wishes to complain about, it must be reported immediately in writing to JYFA. If an error or defect that the Customer discovers or should have discovered is not immediately reported to JYFA, it cannot be claimed later.
Claims of defects caused by: (i) ordinary wear and tear, (ii) storage, installation, service, use or maintenance contrary to JYFA’s instructions or common practice, (iii) repair or modification of Products not approved by JYFA, and (iv) other matters for which JYFA is not responsible, are not accepted. In the case of unjustified and rejected complaints, JYFA reserves the right to invoice the customer for the time taken to process the complaint, but at least DKK 650 and the cost of freight regarding the return of the Product to the Customer.
10. LIABILITY FOR DEFECTS & DELAYS
JYFA is not liable for operating losses, loss of profit, or other indirect losses in connection with the Agreement, including indirect losses resulting from delays or defects with the goods sold. Other losses, which the Customer can prove, shall be settled under the general rules of Danish law on damages, with JYFA’s liability being limited to the price stated in the quotation or order confirmation. The Customer shall indemnify JYFA to the extent that JYFA incurs product liability in addition to this.
The Customer is obliged to notify JYFA in writing without undue delay if a product liability claim has occurred or if it is assessed that there is a risk that such a claim will occur.
11. FORCE MAJEURE
JYFA shall not be liable to the Customer for any failure to perform obligations attributable to force majeure. The exemption from liability shall continue as long as force majeure continues. Force majeure shall mean circumstances beyond JYFA’s control and which JYFA should not have foreseen when entering into the Agreement. Examples of force majeure are exceptional natural events, pandemics, war, terrorism, fire, floods and general labour disputes.
12. INTELLECTUAL PROPERTY RIGHTS
Full ownership of all intellectual property rights relating to the product and spare parts, including patents, designs, trademarks, technical drawings and copyrights, belongs to JYFA.
The Customer shall not copy the Product and/or documentation material and shall not make any changes to the Product without the prior consent of JYFA. If the Customer or a third party modifies the delivered product without the prior written consent of JYFA, the Customer shall bear full responsibility after that.
12. APPLICABLE LAW & VENUE
Any dispute between the parties shall be settled under Danish law and with the Court in Herning as the venue. For example, the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the legal relationship between the parties.
14. TRANSLATION
If there is any inconsistency between these General Terms and Conditions of Sale and Delivery in the Danish language and any translation thereof, the Danish language version shall take precedence.
15. AMENDMENTS
JYFA reserves the right to amend these Terms and Conditions of Sale and Delivery. The current version of which can be found at www.jyfa.dk.