1. Scope of Applicability

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Overgaard & Dyrman notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days notice of any changes by posting notice on our website and by e-mail.

2. Offers, Purchase Orders and Order Confirmations

2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.

3. Prices and Terms of Payment

3.1 The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added, and similar taxes or charges imposed by any government authority.
3.2 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made in advance without offset or deduction.

4. Terms of Delivery and Late Delivery

4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be FCA (Nørresundby, Denmark) in accordance with Incoterms 2010 to your warehouse or store address. We do not deliver to third party. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.

4.2 Delays by us: If we become aware that we will be unable to meet the stipulated time of delivery, or that a delay on our part is likely to occur, we shall without undue delay notify you in writing thereof stating the cause of the delay and, wherever possible, the time when delivery is likely to take place. Where a delay in delivery is caused by any of the circumstances set forth in Article 9 hereof (“force majeure”) or to acts or omissions on the part of you, the time of delivery shall be postponed to such an extent as is deemed to be reasonable, having regard to the circumstances. This provision shall apply whether the cause of delay occurs before or after the end of stipulated time of delivery. You shall not be entitled to cancel the contract owing to delays in delivery attributable to us except where such delay exceeds three (3) months. You shall not be able to claim compensation due to delays caused by us.

4.3 Delays by you: If you become aware that you will not be able to take delivery of the goods on the stipulated date – or if a delay on your part is likely to occur – you shall forth with notify us in writing, stating the cause of delay and, wherever possible, the time when receipt is likely to be able to take place. We shall have the right to call upon you in writing to take delivery of the goods within a time limit of fifteen (15) days. Where you fail to do so within the same time limit for reasons that are not attributable to us, we shall be entitled to cancel the contract by informing you in writing, for such part of the goods ready for delivery as was not taken delivery of owing to your delay. In such case, we shall have the right to demand compensation for any loss you have caused from your failure to perform the contract.

4.4 We reserve the right to make delivery in instalments.

5. Acceptance of goods

5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection (submitting photographic evidence) is received by us within 7 hours from delivery of the goods.

6. Warranty

6.1 We warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all material respects to our specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.

6.2 With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.

6.3 We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). We make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

7. Limitation of Liability

7.1 We shall be liable for damage to property caused by the products only where it can be shown that such damage was due to fault or negligence on the part of the Vendor or his employees.

7.2 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

7.3 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.

8. Force Majeure

8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

9. Miscellaneous

9.1 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

9.2 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

9.3 These GTCS and all contracts of sale entered between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.