Sales and delivery conditions

1. Application

The general Sales and Delivery conditions indicated below are valid for all quotations, sale and deliveries, unless otherwise agreed in writing between the Buyer and Carl Stahl A/S (CVR No. 15228431). An agreement between Carl Stahl A/S and the Buyer is only binding for Carl Stahl A/S when Carl Stahl A/S has approved the contract / agreement by an order confirmation.

 

2. Prices

All prices are in Danish currency and excl. of VAT, and delivery is made EX Works (Incoterms 2010), unless otherwise agreed. Until delivery has taken place, the Buyer is obligated to accept changes of the price caused by documented increased costs for the Seller as a result of changes in exchange rates, customs duties, taxes, etc. in relation to the agreed delivery.

Reservations are made for changes in exchange rates and prices without notice, irrespective if the price information is from price lists, electronic price information, or the like. Updated prices can be obtained.

Carl Stahl A/S has the obligation to inform the Buyer of any price increase as soon as possible after Carl Stahl A/S has become aware of it.

For orders under DKK 1.000,-, a handling fee of DKK 100, – is added to the price.

Packaging and handling are calculated separately.

 

3. Changes and Cancelling of Orders

Any order given is legally binding. Carl Stahl A/S receives orders either orally or in written by letter or e-mail.

Cancellation, returns or reduction of order can only be made with Carl Stahl A/S´ approval, and return goods can only be returned by prior arrangement and with reference to the return number.

Goods misdelivered will be credited 100% upon return.

Carl Stahl A/S charges a fee equivalent to a minimum of 10% of the invoiced amount in case of returns which are not caused by shortcomings on the part of Carl Stahl A/S.

As a general rule, goods procured especially for a specific order cannot be returned.

 

4. Delivery

The time of delivery is stated upon the Buyer’s placing of order. If the time of delivery is not clearly expressed and agreed upon, delivery is carried out by Carl Stahl A/S according to the general delivery terms of Carl Stahl A/S.

In case of any delay, Carl Stahl A/S will inform the Buyer accordingly as soon as possible, when Carl Stahl A/S has become aware of such a delay. Only in cases of serious negligence on the part of Carl Stahl A/S, Carl Stahl A/S alone will be responsible for the delay.

Any delay caused by conditions outside the control of Carl Stahl A/S, such as shortage of goods, lack of transportation possibility, failing subcontractors, as well as force majeure, cannot be pleaded as breach of contract. Delay in delivery does not give the Buyer the right to cancel the purchase, unless the Buyer upon entering the agreement has imposed the condition in writing that delivery takes place at a certain time.

 

5. Dispatch

In case of orders for dispatch, the dispatch takes place at the Buyers expense and risk Ex Works (Incoterms 2010), if nothing else has been agreed. Dispatch is carried out in the simplest way for Carl Stahl A/S. Dispatch charges are charged separately using the current rate. Requests for transportation by plane, by express service or another special way, should be stated in the order. Extra charges covering such special delivery will be at the expense of the Buyer including any extra costs incurred for Carl Stahl A/S’ purchasing to stock for a customer.

Carl Stahl A/S’ responsibility during transportation ends under any circumstances upon delivery of the goods to the postal services, shipping agency, railway, or the hauler. Transportation insurance is only taken out as instructed by the Buyer and for his account. In case of transportation damage, the Buyer should immediately report the damage to the shipping agency.

 

6. Payment Conditions

For deliveries with an agreed credit period, the agreed credit period is granted from the date of invoice. All deliveries take place with cash payment or COD. The Seller can at any time demand appropriate proof of the Buyer’s ability to pay.

The Seller can refuse delivery to the buyer until appropriate documentation has been received. Carl Stahl A/S conducts ongoing assessment of its debitors.

For COD deliveries not paid for on presentation, a fee of 20% of the amount of the invoice is charged – minimum DKK 200,- though, plus freight expenses already paid for as well as a handling fee.

For deliveries where a credit time has been agreed, Carl Stahl A/S has the right to charge an interest rate of 1,5% per commencing month in case of delayed payment. Furthermore, Carl Stahl A/S is entitled to charge a late fee.

If the Buyer does not pay the goods in due time, or if the Buyer after the agreement has been entered goes bankrupt, enters into liquidation, opens negotiations for compulsory composition or by execution is lacking funds to pay his debts or his assets otherwise proves to be such that it is likely that he will be unable to pay his debt when due, Carl Stahl A/S is entitled to immediately cancel the contract and claim compensation from the Buyer for any loss incurred by his breach of contract, unless the Buyer can furnish adequate security for the payment of the purchase price when it falls due.

Furthermore, Carl Stahl A/S has the right to recall already delivered goods.

The Buyer is under no circumstances entitled to make set-offs of any counterclaim that has not been accepted by Carl Stahl A/S in writing. The delivered goods remain the property of Carl Stahl A/S until payment in full has been made.

 

7. Deficiencies and Complaints

Complaints regarding deficiencies must be communicated to Carl Stahl A/S in writing as soon as possible after receipt of the goods, and not later than 10 days after the date on which the Buyer has or should have found the defects or shortcomings during a normal control of the goods.

Complaints should be reported to Carl Stahl A/S before the goods are used.

Returns can only be made by prior arrangement and with reference to return number.

 

8. Liability

To the extent that Carl Stahl A/S is liable towards the Buyer, the liability is limited to the delivered goods/services and does not include any consequential damage to equipment or indirect loss as e.g. lost profit or revenue, downtime, installation expenses as a result of delayed delivery or defects of the goods, etc. Carl Stahl A/S accepts no responsibility towards any third party.

Liability or a claim of a proportionate deduction in price towards the seller cannot exceed the amount paid for the item in question. For product liability, the current rules of Danish law apply. The seller is not liable for any consequential damage as e.g. lost profit or revenue or other indirect loss in connection with the agreement as a result from any delay of deficiencies of the sold product. To the extent that Carl Stahl A/S is imposed product liability towards a third party, the Buyer is committed to indemnify Carl Stahl A/S to the same extent as Carl Stahl A/S’ liability is limited according the above.

 

9. Force majeure

Any order is accepted with reservation to force majeure, such as war and mobilization, civil disturbances, natural disasters, strikes and lockouts, failing supply of raw material, fires, damage of Carl Stahl A/S or Carl Stahl A/S’ suppliers’ production machinery, failing transportation opportunities, prohibitions on import/export, or any other event that might prevent or restrict Carl Stahl A/S or Carl Stahl A/S’ suppliers’ ability to deliver. In case of force majeure Carl Stahl A/S has the choice between terminating the deal, a part of the deal, and delivering the agreed upon good as soon as the obstacle for normal delivery no longer exists. In case of force majeure Carl Stahl A/S is not responsible for any loss for the Buyer as a result of non-delivery.

 

10. Quotations

All quotations are given subject to the goods being unsold, cf. Item 3. If the Seller makes a quotation that does not state a specific deadline for acceptance, the quotation will be annulled if the Buyer’s acceptance is not received by the Seller eight days after the date of the quotation at the latest.

 

11. Jurisdiction

The Maritime and Commercial Court in Copenhagen is agreed as the jurisdiction for any disputes or disagreements between Carl Stahl A/S and the Buyer, unless Carl Stahl A/S wishes to bring the matter to the Buyer’s jurisdiction.

 

12. Notice

The Seller reserves the right to make changes of the catalogue material. Drawings, specifications, etc. supplied to the Buyer before or after the conclusion of the agreement remain the property of the Seller and must not be passed on to others without written agreement. The Buyer must not misuse the material in any way.

 

Lease terms and conditions

1. Conditions

Rent is calculated based on the prices established by Carl Stahl A/S at any time. The period for which the equipment is leased is referred to as the ‘Lease period’, which is understood as the period during which the equipment has been away from the Carl Stahl A/S’ business and disposal, in accordance with the Lease Agreement.

The shortest lease period is 3 days.  Lease days are always equal calendar days. The day the equipment leaves the business shall be regarded as the first lease day. Upon return of the leased equipment, the return day will also be considered a lease day.

Unless otherwise agreed, the leased equipment shall be picked up from Carl Stahl A/S’ address. Transportation, setup and collection are billed separately.

The leased equipment may not be subleased or loaned without Carl Stahl A/S’ prior written consent.

Prior reservation of equipment is subject to the on-time return of the equipment by the previous Lessee. The Lessor is entitled to replace any reserved equipment with other equipment with the same functions without giving the Lessee separate notification of this.

 

2. Billing

Carl Stahl reserves the right to demand a deposit on the leased equipment, as well as presentation of valid personal identification papers from the Lessee.

Rent is calculated and invoiced after examination and testing of the equipment upon return of said equipment. In case of long term leases, rent is also calculated every month and invoiced monthly in arrears.

 

3. Liability

All equipment will be inspected prior to delivery, and we assume no liability for any faults, losses and other expenses incurred in connection with or as a result of malfunctions.

Upon return, the leased equipment shall be in the same condition as it was on delivery.

The Lessee is responsible for lost or damaged equipment, as well as any violation of these current Lease terms and conditions. The Lessee is solely responsible for any damages and/or losses incurred on the Lessee, Carl Stahl A/S or third party, that are not caused by defects or negligence on Carl Stahl A/S’ part. Under no circumstances can Carl Stahl A/S be made liable for consequential losses or damages, neither indirect nor direct, hereunder loss of profit, even if such damages/losses are attributable to the leased equipment.

Should Carl Stahl A/S be held liable by third parties, the Lessee is obligated to indemnify Carl Stahl A/S for any liabilities the Lessee could put before Carl Stahl A/S, that exceed these current Lease terms and conditions.

Under no circumstances may the Lessee, in person or via third parties, seek to make interventions/changes in the leased property, including undertaking any attempts at repairs or servicing.

 

4. Insurance

In case of damage/injury/accidents the insurance company of the Lessee should cover all expenses fully. The rented equipment is covered by Carl Stahl A/S’ product liability insurance.

Unless otherwise agreed upon ahead of time, Lessee has the sole responsibility to insure the rented equipment. We reserve the right to demand proof of a valid insurance policy when the equipment is moved out of the country.

 

5. Breach of contract

Where an agreed lease period is not met by the Lessee, Carl Stahl A/S is entitled to pick up the leased property without notice, at the Lessee’s expense. Breach that entitles to early collection as stated above also includes enforcement proceedings, bankruptcy or another form of suspension of payments affecting the Lessee.

 

6. Changes and cancellations

Changes to the lease period must be in writing and agreed upon by Carl Stahl A/S. Minimum lease period of 3 days will always be charged, even if the Lease period is shorter than 3 days.

Unless otherwise agreed in advance, upon cancellations made within 1 day of the commencement of the lease, the Lessee will be charged 50 % of the gross amount of the rent.

 

7. Force majeure

Carl Stahl A/S makes reservations for regular Force Majeure in connection with agreements, including industrial disputes, sickness and other breaches of contractual agreements by third parties.

 

8. Jurisdiction

The lease is subject to Danish Law and in case of any dispute/civil lawsuit, these are settled according to Carl Stahl A/S’ general terms and conditions.