| 1. | Scope |
| 1.1. | These general terms & conditions (hereinafter referred to as the "Terms") shall apply to any and all contracts, quotations, orders, and/or deliveries of any goods/services to any third party customer (hereinafter referred to as "Customer") of D.S.C. Trading Ltd. A/S, a limited liability company residing at Kanalholmen 1, 2650 Hvidovre, Denmark, with company registration no. 20704470 (Hereinafter referred to as "DSC"). |
| 1.2. | In the event of a conflict between these Terms and the general terms and conditions of the Customer, these Terms shall prevail, and any deviation from these Terms is valid only if expressly confirmed in writing by DSC. |
| 2. | Quotations, Orders, Proposals and Errors |
| 2.1. | Quotations, offers and proposals of any kind, and orders from Customers, are only accepted and will become binding for DSC only upon DSC's written confirmation thereof. |
| 2.2. | DSC may, in its absolute discretion, accept or reject orders without liability. |
| 2.3. | Errors of any kind, including clerical errors in any messages from DSC, shall not bind DSC. |
| 3. | Price Changes |
| 3.1. | If, after the formation of a contract between DSC and a Customer, but prior to delivery under the said contract, the costs and expenses of DSC increase, including increase in the price of raw materials, goods, wages, costs of suppliers, transport charges and taxes or duties of any kind, DSC shall be entitled to adjust the agreed price accordingly. |
| 3.2. | Upon receiving a notification of a price change under Clause 3.1, the Customer is entitled to cancel the contract which is subject to a price change by giving a cancellation notice in writing to DSC within 3 days. |
| 4. | Prices, Invoicing, Payment & Performance |
| 4.1. | All prices are exclusive of VAT, customs duties or any other taxes or duties of whatsoever kind. |
| 4.2. | Payments shall be made in cash immediately after delivery, unless agreed otherwise in writing. |
| 4.3. | If the Customer is in default with payment, fully or partly, on the due date, DSC is entitled to suspend its performance under any contract between DSC and the Customer and/or terminate such contract(s). |
| 4.4. | Interest shall accrue on any overdue payment at a rate of 2 per cent per month pro rata. |
| 4.5. | All deposits and pre-payments made to DSC for any orders received are non-refundable, unless an order is terminated due to a material breach by DSC. |
| 4.6. | If DSC is requested to forward copies of freight letters or other documents, DSC is entitled to charge the Customer an administration fee of 15.00 EUR per document. |
| 4.7. | In case of liquidation, insolvency, reconstruction, debt management or other forms of suspension of payment on the part of the Customer, or any imminent risk of suspension of payment, all obligations of the Customer vis-á-vis DSC shall immediately become due and payable. |
| 5. | Delivery , Title and Transportation |
| 5.1. | Terms of delivery are Ex-Works according to INCOTERMS 2010, unless otherwise agreed in writing. |
| 5.2. | DSC will use all reasonable endeavors to deliver on the agreed delivery date(s), however DSC shall not be liable for non-timely delivery unless such is due to gross negligence by DSC. |
| 5.3. | All changes in national or international legislation affecting import or delivery of goods in the country of destination shall be the risk of the Customer. |
| 5.4. | Title to the goods shall remain vested in DSC and shall not pass to the Customer until the purchase price for the Goods has been paid in full and received by DSC. Until title to the goods passes:
| a. | DSC shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods; |
| b. | DSC and its agents and employees shall be entitled at any time to enter upon any property upon which the goods or any part are stored, or upon which DSC reasonably believes them to be kept; |
| c. | The Customer shall store or mark the goods in a manner reasonably satisfactory to the Seller indicating that title to the goods remains vested in DSC; and |
| d. | The Customer shall insure the goods to their full replacement value and arrange for DSC to be noted on the policy of insurance as the loss payee. |
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| 5.5. | If DSC assumes any transportation obligations vis-á-vis the Customer NSAB 2000 shall apply. |
| 6. | Inspection, complaints and return of goods |
| 6.1. | The Customer must conduct a reasonable inspection of the goods immediately after delivery. |
| 6.2. | Any non-conformity of the goods hereunder damages, defects, or quantity deviations or signs of potential non-conformity which can be detected by inspection of the goods at the time of delivery must be notified to DSC by an immediate reservation in writing at the freight letter "CMR" accompanying the goods as well as photos must be submitted to DSC immediately along with a description of the (potential) non-conformity. Non-compliance with this clause shall deem a related claim invalid. |
| 6.3. | Any non-conformity of the goods hereunder damages, defects, or quantity deviations must be claimed to DSC in writing no later than eight (8) calendar days after delivery. After expiry of this period, the goods delivered shall be considered as having been irrevocably and unconditionally accepted by the Customer unless a claim has been submitted in writing. |
| 6.4. | Defective goods must be returned at the Customer's expense at the reasonable request of DSC in order for DSC to validate a claim and/or remedy the defects in the discretion of DSC |
| 6.5. | The submission of a claim shall not suspend the Customer's payment obligation in respect of the goods in question. |
| 6.6. | Any claim against DSC shall become time-barred unless legal proceedings are commenced in accordance with Clause 8 below within 1 year from the date of delivery. |
| 7. | Limitation of Liability |
| 7.1. | DSC is not liable for claims by the Customer which arise as the result of use, negligence, storage, experimentation with goods, alterations of goods, or if the defect is the result of use that is not customary and/or unauthorized by the manufacturer of such goods. |
| 7.2. | In case of goods intended to be used for or in relation to human consumption, DSC is not liable for claims by the Customer which arise out of incorrect storage, incorrect handling or consumption after "best before date". |
| 7.3. | If delivered goods have been processed in any way by the Customer hereunder by labeling, repacking, etc, the Customer cannot claim non-conformity or in any other way hold DSC liable for deficiencies. |
| 7.4. | Claims of non-conformity may be rejected by DSC if the goods at the time of submitting the claim have a shelf-life of less than 1/3 remaining. |
| 7.5. | Any and all liability of DSC shall in no event exceed the total value of the goods in question. |
| 7.6. | In no event shall any of the parties be liable towards each other for consequential damages and indirect losses, unless the loss or damage is suffered as a consequence of gross negligence of the party seeking to invoke the said limitation of liability. |
| 7.7. | DSC shall not be liable for non-performance due to an event force majeure, which shall mean any cause directly attributable to acts, events, non-happenings, omissions, accidents or acts of god beyond the reasonable control of DSC (including supply deficiencies from the regular suppliers of DSC, war, civil war, riot, public restrictions, import or export prohibition, natural disasters and any similar causes) provided that DSC could not have foreseen, avoided or overcome the act, event, non-happening, omission, accident or act of god and/or its consequences. |
| 7.8. | In addition, DSC shall not be liable for late delivery or non-delivery due to shortage of means of transport or shortage of goods. |
| 8. | Law & Arbitration |
| 8.1. | Any contract between DSC and the Customer shall be governed by Danish law. |
| 8.2. | Any dispute arising out of or in connection with any contract between DSC and the Customer, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Copenhagen. The language to be used in the arbitral proceedings shall be English, or Danish in case the parties are of same nationality. |
