| 1. | Scope |
| 1.1. | These general terms & conditions (hereinafter referred to as the “Terms”) shall apply to any and all agreements, contracts, quotations, orders, and/or deliveries of any goods and/or services (hereinafter referred to as “Agreements") between any customer (hereinafter referred to as “Customer”) and D.S.C. Trading Ltd. A/S, a limited liability company residing at Stigsborgvej 60, 9400 Nørresundby 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. |
| 1.3. | The Customer may not transfer its rights and obligations without the prior written consent of DSC, which shall not be unreasonably withheld. |
| 2. | Quotations, Orders, Proposals and Errors |
| 2.1. | Quotations, orders, offers and proposals of any kind from Customers (“Orders”) are only accepted and will be binding for DSC upon DSC’s written confirmation thereof. |
| 2.2. | DSC may, in its absolute discretion, accept or reject Orders without liability. |
| 2.3. | All Orders confirmed in accordance with clause 2.1 are final and cannot be cancelled. Return of conforming goods are subject to acceptance by DSC and may be subjected to a deduction in the refunded purchase amount in DSC’s discretion. |
| 2.4. | Errors of any kind, including clerical errors in any messages from DSC, shall not bind DSC. It is the Customer’s sole responsibility to check and address any discrepancies between the Order and the confirmation, and DSC shall not be held liable for such discrepancies. |
| 3. | Price Changes |
| 3.1. | In the event that the costs and expenses of DSC increase including but not limited to increase in the price of raw materials, goods, wages, costs of suppliers, transport charges and taxes or duties of any kind, after the formation of a final Agreement between DSC and a Customer, but prior to delivery under the said Agreement, DSC shall be entitled to adjust the agreed price accordingly by giving notice to the Customer. |
| 3.2. | Upon receiving a notification of a price change under clause 3.1, the Customer is entitled to cancel the Agreement which is subject to the 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, which shall be for the account of the Customer. |
| 4.2. | Payments shall be made in cash immediately after delivery, unless agreed otherwise in writing. |
| 4.3. | All invoices are issued in accordance with the DSC invoicing policy applicable from time to time. The Customer shall provide DSC with any requested information and/or documentation necessary to invoice in accordance with the applicable invoicing policy. |
| 4.4. | Payment shall be made no later than on the due date stated in the invoice. |
| 4.5. | If the Customer is in default with payment, fully or partly, on the due date, DSC is entitled to suspend its performance under any Agreement between DSC and the Customer and/or terminate such Agreement(s). |
| 4.6. | Interest shall accrue on any overdue payment at a rate of 2 per cent per month. |
| 4.7. | All deposits and pre-payments made to DSC are non-refundable, unless an Agreement is terminated due to a material breach by DSC or under clause 3.2. |
| 4.8. | 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. |
| 4.9. | 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-à-vis DSC shall immediately become due and payable. |
| 4.10. | DSC shall at all times be entitled to require that the Customer provides security for the proper performance of all its payment obligations to DSC in such manner as shall be deemed sufficient by DSC. Failure to immediately provide such security shall entitle DSC, inter alia, to suspend further performance of any and all orders. |
| 4.11. | All costs and expenses incurred by DSC in connection with the collections of any overdue payments, including but not limited to interest charges, internal costs, expenses to lawyers and debt collectors, court fees, etc., shall be indemnified by the Customer upon demand by DSC. |
| 5. | Marketing Visuals and Data Protection Terms |
| 5.1. | The Customer hereby acknowledges and accepts that DSC may capture photographs of the Customer’s vehicles and vessels, both inside and outside, as well as photographs including the Customer’s employees, during on-site delivery of goods or services, for marketing purposes, including but not limited to social media. |
| 5.2. | The Customer warrants on-site compliance with applicable data protection rules and regulations. Both parties acknowledge that they individually act as data controllers and agree to uphold their respective obligations under the applicable data protection rules and regulations. |
| 6. | Delivery , Title and Transportation |
| 6.1. | Terms of delivery are DAP according to INCOTERMS 2020©, unless otherwise agreed in writing. |
| 6.2. | 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. |
| 6.3. | The Customer bears the risks of loss and damage to the Goods occurring after delivery and bears any and all costs related to the goods and transportation thereof after delivery. |
| 6.4. | 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. |
| 6.5. | In the event that the Customer engages in wholesale trading or in any other resale transaction of the goods delivered by DSC, the Customer shall be solely responsible for complying with all applicable laws and regulations governing such transactions, including but not limited to, proper labelling and packaging and adherence to any deposit, duties, VAT or similar requirements. The Customer agrees to indemnify and hold DSC harmless from any claims, losses, or liabilities arising out any failure of the Customer to comply with applicable law or regulation of such transactions. |
| 6.6. | 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: |
| 6.7. | DSC shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods; |
| 6.8. | 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; and
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| 6.9. | The Customer shall store or mark the goods in a manner reasonably satisfactory to DSC indicating that title to the goods remains vested in DSC; |
| 6.10. | If DSC assumes any transportation obligations vis-à-vis the Customer NSAB 2000 shall apply. Under these terms DSC’s liability for loss of and damage to goods is limited to SDR 8,33 per kg gross weight of the goods concerned (§ 22). However, DSC’s total liability as intermediary, etc. shall in no event exceed SDR 50,000 per order (§ 26). DSC’s liability for delay is limited to the amount of the agreed freight or other form of remuneration (§ 20). Claims become statute-barred (time barred) after 1 year (§ 30). DSC have a lien on goods in their custody for all costs relating to the goods and claims against the principal (§ 14). DSC’s liability in respect of storage of goods is subject to a global limitation of SDR 500,000 (§ 27). |
| 7. | Inspection, complaints and return of goods |
| 7.1. | The Customer warrants and ensures that any government permits or approvals necessary for the export of the goods has been obtained. |
| 7.2. | The Customer must conduct a reasonable inspection of the goods immediately after delivery. |
| 7.3. | 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. |
| 7.4. | In the event of any non-conformity of the goods, not subject to section 7.3, 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. |
| 7.5. | 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.
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| 7.6. | The submission of a claim shall not suspend the Customer’s payment obligation in respect of the goods in question. |
| 7.7. | Any claim against DSC shall become time-barred unless legal proceedings are commenced in accordance with clause 10 below within 1 year from the date of delivery. |
| 8. | Sanctions Compliance and Anti-Corruption/Bribery |
| 8.1. | The Customer warrants that (i) the Customer and the party ultimately disposing of, using or consuming the delivered goods (“End-User”)is not in breach of any sanction, prohibition or restriction imposed by the UN, the EU, the UK or the USA (“Sanctions Laws”); (ii) the Customer is purchasing the goods as principal and not as agent, trustee or nominee of any person or company with whom transactions are prohibited or restricted under any Sanctions Laws; (iii) the Customer or the End-User will not use or otherwise employ the goods for any purpose contrary to the restrictions or prohibitions under any Sanctions Laws. |
| 9. | Limitation of Liability |
| 9.1. | 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. |
| 9.2. | 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”. |
| 9.3. | 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. |
| 9.4. | 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. |
| 9.5. | Any and all liability of DSC shall in no event exceed the total value of the goods in question. |
| 9.6. | 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. |
| 9.7. | 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. |
| 9.8. | In addition, DSC shall not be liable for late delivery or non-delivery due to shortage of means of transport or shortage of goods. |
| 10. | Law & Arbitration |
| 10.1. | Any contract between DSC and the Customer shall be governed and construed in accordance with Danish law. CISG does not apply. |
| 10.2. | 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 Simplified Arbitration adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. 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. If the claims and counterclaims exceed USD 500,000 in total, the arbitral tribunal shall be composed of three arbitrators and there may be an oral hearing, but otherwise the aforementioned Rules of Simplified Arbitration shall apply. |
