CONDITIONS OF BUSINESS OF CMP DIRECT APS
All goods are sold or agreed to be sold by CMP DIRECT APS (hereafter referred to as solely CMP) subject to these Conditions of Business which override any other terms or conditions stipulated or referred to by the Buyer. No variation of these Conditions shall be effective unless made in writing and duly signed by CMP.
1. OFFER, ORDER AND ACCEPTANCE
Non-limited offers made by CMP only maintain validity if the Buyer hands in a consenting acceptance within 8 days from the date of the offer.
A non-consenting acceptance means that no contract has been constituted.
The non-consenting acceptance shall be regarded as a new offer.
Alterations of or additions to an already closed contract shall be presented in writing.
Unless otherwise explicitly agreed delivery takes place when the goods are collected by the conveyer from the address of CMP’s supplier.
Any accidental loss of or damage to the goods shall be at the Buyer’s risk from the time of delivery.
In order for CMP to undertake to insure the goods while in transit at the Buyer’s expense both the Buyer and CMP shall agree to this in writing.
Unless otherwise explicitly agreed prices are quoted ex Works exclusive of packing and excl. of VAT, customs and other incurring taxes, rates and dues.
4. TERMS OF PAYMENT
Unless otherwise explicitly agreed payment for the goods is due net cash against invoice.
If the Buyer has not honoured payment in due time or is granted credit according to agreement with CMP, CMP reserves the right to charge interest on payments outstanding at the rate of 2 percent per month.
Since CMP works solely as an intermediary and buys the goods offered from other suppliers delays may occur for which CMP cannot be held responsible. Thus any delay of up to two weeks on the part of CMP shall not entitle the Buyer to any cancellation of the contract or claim for damages.
Should delivery however be delayed for more than two weeks the Buyer is entitled to cancel the contract and to be indemnified. The amount of the damages shall be calculated as stated below:
The amount of damages makes out one percent of the agreed purchase price for the goods subject to the delay per week of the duration of the delay.
However damages cannot exceed ten percent of the agreed purchase price.
Beyond this CMP shall be under no liability to indemnify the Buyer for any delay or consequence of delay.
If however it is established that the delay is not due to any mistake or negligence on the part of the supplier of CMP but instead mistake or negligence on the part of CMP, the Buyer is entitled to be indemnified as soon as the delay has incurred, and the contract can be terminated if delivery hereafter is not effected immediately upon request. Where CMP is responsible for the delay the amount of damages shall be calculated as stated below:
The amount of damages makes out one percent of the agreed purchase price for the goods subject to delay per week of the duration of the delay.
However damages cannot exceed ten percent of the agreed purchase price.
6. DEFECTS AND LIABILTY
Where manufactured goods are sold CMP shall be obliged to:
– Remedy possible defects of the goods supplied by CMP that are due to imperfections in raw material and/or production provided that the Buyer has complained duly in accordance with the stipulations given in clause 8 of these Terms of Business.
The remedy is to be effected as replacement of goods that are demonstrably defective due to imperfections in raw material and/or production. However CMP stipulates that repairs undertaken by CMP can also constitute a way of remedy.
The Buyer shall be obliged to give CMP access to remedy the defects at the appointed time.
Where goods are sold for further manufacturing CMP shall be obliged to:
– replace goods that are demonstrably not in compliance with conditions agreed upon.
Should CMP not honour his obligations within a reasonable period of time in accordance with clause 6 In these Terms of Business the Buyer is entitled to fix a final deadline for the performance of the contract. Should the performance however not be honoured within the fixed deadline the Buyer is entitled, at this own option, to:
arrange for remedy or undertake covering purchase or demand a proportional discount, however the reduction cannot exceed fifteen per cent of the agreed purchase price.
In the event that the defect is considerable the Buyer is entitled to terminate the contract though a written notice to CMP. In this case the Buyer can claim loss damage, however the damages cannot exceed fifteen per cent of the agreed purchase price.
7. RENUNCIATION OF LIABILITY
CMP cannot be made liable for defects to any further extent than described in clauses 6. This includes any consequential indirect loss, e.g. loss of production and loss of profits.
8. INSPECTION AND COMPLAINTS
The Buyer shall inspect the goods thoroughly forthwith on delivery to determine if the goods comply with the conditions agreed upon.
The Buyer shall have no claim in respect of any defect or shortage unless he notifies CMP immediately in writing and within eight days of delivery.
Complaints about defects/shortages and delay shall be presented in writing.
A complaint about defects/shortages shall include details of the nature of the defects/shortages in question.
Prior to the determination if a defect/shortage is covered by the Seller’s obligation of
remade/replacement in accordance with clause 6 CMP shall be given access to examine the alleged defect/shortage.
9. FORCE MAJEURE
The following circumstances with CMP shall give rise to exemption from liability if they prevent the performance of the contract of render such performance unreasonable onerous:
Labour conflicts and any other circumstance beyond the control of Vendor, such as but not limited to fire, war, mobilisation or unforeseen military call-ups of a corresponding scale, requisitioning, seizure, foreign exchange restrictions, insurrection and civil unrest, lack of transportation except where such lack was foreseeable by CMP, general scarcity of goods, and defects in or delays of deliveries from sub suppliers due to any of the factors set forth in this paragraph.
Circumstances of the type mentioned above, which had occurred prior to the conclusion of this Agreement, shall exempt the Vendor from liability only where their influence on the performance of the Contract could not be foreseen by the Vendor at the time when the contract was made.
Where the Vendor intends to invoke any exemption-from liability grounds set forth in this Article, he shall without undue delay notify the Buyer in writing of such grounds.
Notwithstanding any stipulation in these Conditions of Sale and Terms of Delivery, either of the parties may cancel the agreement by notice in writing to the other party where the performance at the agreement is prevented for more than six (6) months by one of the events set forth in this Article.
Should any of the above mentioned circumstances prevent a delivery from being spotlessly or punctually carried out the date of delivery shall be postponed by a period of time equal to the duration of the impediment, and the new date of delivery thus postponed shall in all respects be regarded as due delivery. Should the impediment be expected to last more than four weeks both CMP and the Buyer shall be entitled to cancel the contract, which is not to be regarded as breach of contract.
10. CLAIMANT´S DEFAULT
Where the Buyer after the day of delivery has arrived fails to collect the goods or – where CMP has agreed to undertake the transportation – give the order for their collection, CMP shall be entitled to store and insure the goods on the Buyer’s account.
Where the Buyer after the day of delivery has arrived and CMP has declared the goods ready for collection fails to collect the foods or give the order for their collection despite the written request by CMP stating a deadline of four weeks, CMP shall be entitled to sell the goods on the Buyer’s account at the highest market price attainable and at a normal profit. This also applies to parts that are custom made according to the Buyer’s instructions.
11. RETENTION OF OWNERSHIP
The delivered goods remain the absolute property of CMP until the Buyer has honoured the entire purchase price and first then become the Buyer’s property.
12. PROPER LAW
Any dispute arising under the contract shall be resolved by application of Danish Law, and the parties hereby submit to the non-exclusive jurisdiction of the courts of Denmark.