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. 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.
All prices are in Danish currency and excl. of VAT, and delivery is made EX Works, 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. Moreover, Carl Stahl A/S makes the general reservations for changes in exchange rates and other conditions affecting our sales prices. For orders under DKK 1.000,-, a handling fee of DKK 100, – is added to the price.
- Changes and Cancelling of Orders
Any order given is legally binding. Carl Stahl A/S receives orders either orally or in written by letter, fax and 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 wrong delivered 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.
The time of delivery is stated upon the Buyer’s placing of order. If the time of delivery is not clearly expressed and agreed, delivery is carried out by Carl Stahl A/S according to the general delivery terms of Carl Stahl A/S. Provided that nothing else has been agreed, delivery takes place as soon as possible.
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 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 of 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.
In case of orders for dispatch, the dispatch takes place at the Buyers expense and risk, 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.
- 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 debtors. 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.
- 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.
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.
- 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.
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.
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.
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.
Version 03.16.1 – Supersedes all previous versions.