Conditions of Sale
KABCO FOOD A/S
(Hereafter to be called “the company”)
Any dates specified by the company for delivery of goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time and with no needless delay. Delivery is deemed made when the goods are available to the purchaser for unloading at the point of delivery and for avoidance of doubt the purchaser is solely responsible for unloading. Payment shall become due immediately on acceptance of delivery.
Reservation of title
1. The company and the purchaser expressly agree that the goods supplied shall remain the property of the company until the company has been paid in full (including any interest charged) for any goods supplied by the company to the purchaser and until ownership of the goods has passed to the purchaser, the purchaser shall (a) store the goods (at no cost to the company) in such a way that they remain readily identifiable as the company’s goods; (b) maintain the goods in satisfactory condition and keep them insured on the company’s behalf for their full price against all risks to the reasonable satisfaction of the company; and (c) be entitled to sell the said goods during the time that they remain in the property of the company as the company’s fiduciary agent and bailee and shall account to the company for the proceeds of such sale to the extent of the total of all monies owing by the purchaser to the company.
2. If any amount owing by the purchaser to the company is overdue, the company, its servants and agents may (without prejudice to any of its other rights or remedies) repossess and resell any or all of such goods, and may enter upon any lands or buildings upon which the goods are situated for that purpose.
3. The purchaser’s right to possession of the goods shall terminate immediately if any proceedings are commenced relating to the insolvency or possible insolvency of the purchaser.
4. The goods shall be at risk of the purchaser from the time of delivery to the purchaser notwithstanding that the property in the goods shall not have passed to the purchaser.
5. This reservation of the title clause shall not entitle the purchaser to return the goods and refuse or delay payment on the grounds that the property has not yet passed.
Interest: The maximum credit terms for all goods are fourteen days unless otherwise stated on invoice. All accounts due to the company must be paid within the agreed terms from the furnishing of the account. In the event of accounts not being paid within the agreed terms, then such overdue sums of monies shall carry interest at the rate of two per cent per month. The right of the company to charge interest under this clause shall be without prejudice to any rights that the company may have to repossess or resell the said goods as outlined above.
Claims arising from damage, delay or partial loss of goods in transit, must be notified to the company immediately on receipt of the goods by telephone, fax or e-mail, and confirmed in writing to the company and the carrier, so as to reach them within 3 days of delivery. Acceptance of notification of a claim should not be construed as admission of liability.
The purchaser shall indemnify and hold the company harmless from and against any claims, costs, damages or demands arising as a result of neglect or misuse of the goods by the purchaser, or arising in respect of the use or sale of any goods manufactured by the purchaser and incorporating the goods.
Every effort will be made by the company to carry out its contracts but the due performance of such contracts is subject to cancellation in contract or variation thereof as may be necessary as a result of inability to secure labour, materials or supplies as a result of acts of god, war, strike, lock-out, prohibition or restriction by a competent authority or any other cause (whether of the foregoing class or not) beyond the company’s control.
Limitation of Liability
The company’s liability in contract, tort (including negligence or breach of statutory duty) and for the avoidance of doubt for any claims arising from defective goods shall be limited to rectifying such defect by way of replacement.
The company shall not under any circumstances be liable to the purchaser or any third party by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these conditions of sale, for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill or otherwise) or any claims for consequential compensation whatsoever howsoever caused and for the avoidance of doubt for any loss to the purchaser arising from delay in transit. Nothing in these conditions excludes or limits the liability of the company for death or personal injury caused by the company’s negligence or for any matter, which it would be illegal for the company to exclude, or attempt to exclude its liability.
These standard conditions of sale shall apply to any purchase of goods under an order, which is accepted by the company to the exclusion of all other terms and conditions (including any terms and conditions which the purchaser purports to apply under any purchaser order, confirmation of order, specification or other document).
These conditions and all other express terms of any contract with the company shall be governed and construed in accordance with the laws of Denmark and the parties submit to the exclusive jurisdiction of the Danish courts applicable for the company’s registered seat.