The general terms and conditions apply to all quotations, sales and deliveries from acti-Chem, unless otherwise agreed in writing.
- Quotations and acceptance
If acti-Chem submits a quotation that does not stipulate a time limit for acceptance, the quotation will lapse if acceptance has not reached acti-Chem within 4 weeks from date of quotation. Acceptance of quotation shall be submitted in writing by e-mail by means of order confirmation or signed cooperation agreement.
All prices given by acti-Chem are listed in DKK/EURO and are exclusive VAT unless otherwise stated. Until delivery Buyer is obligated to accept any changes to the price as a result of documented increased costs on acti-Chem due to changes in exchange rates, duty, taxes, indirect taxes etc. that may pertain to the agreed delivery.
- Payment should be made no later than the date specified on the invoice as the final date for payment. In case such a date is not specified, payment must be made in cash on delivery.
- If delivery is postponed due to buyer’s relations (creditor’s delay), Buyer is still obligated to make any due payment to acti-Chem as if the delivery had taken place at agreed time, unless acti-Chem advice Buyer differently in writing.
- If payment is made after due date, acti-Chem is entitled to charge interest at the rate of 2% per invoice month based on any outstanding debts from date of payment.
- Buyer is not entitled to set off against any claims against acti-Chem unless written agreement has been given by acti-Chem. Buyer is not entitled to withhold any part of the purchase price due to cross-claims of any kind.
- Ownership reservation
- acti-Chem claim ownership of all products sold until the purchase price including expenses incurred has been paid to acti-Chem or to whomever the right is transferred cf. section 14.
- If the sold product is converted or processed ownership is maintained in that it includes the converted or processed product in so far that it corresponds to the value of the product at time of sale.
- Orders are delivered ex works from acti-Chem’s address irrespective of acti-Chem sending own people or if acti-Chem in accordance with special agreement with Buyer sends third party to deliver the order to buyer. Time of delivery is determined at acti-Chem’s discretion pursuant to the relations available at the time the quote is forwarded or at the time of formation of contract. Unless otherwise agreed in writing, delivery within 14 days after date of delivery due to relations on acti-Chem’s part will under any circumstance be considered delivery in time and does not give Buyer right to exercise any remedies for breach of contract. If the specified time of delivery is exceeded, Buyer is entitled to, no sooner than the 14 days stated herein, give acti-Chem written notification and demand delivery within a reasonable time limit not shorter than 10 days. If acti-Chem does not deliver within this extended delivery time and in so far the delay is not caused by relations on buyer’s part, the Buyer can by written notification to seller annul the agreement in respect to any part of the agreement pertaining to the delivery not delivered. Beyond this, Buyer cannot raise claims against seller in respect to late delivery.
- If late delivery is caused by relations on acti-Chem’s part pursuant to section 11.3, time of delivery is delayed corresponding to the endurance of the obstacle. However, if the obstacle has lasted for more than 3 months, both parties are then entitled to annul the agreement exempt from liability. This provision applies irrespective of the incident causing the delay occurs before or after the agreed time of delivery.
- In case of the abovementioned situation, acti-Chem must without undue delay inform Buyer of changes to the time of delivery.
- On receipt of the delivery the Buyer must immediately ensure dry, frost-proof and proper storage.
- If the agreement includes successive deliveries, each delivery shall be considered isolated. Thus Buye ris not entitled to annulling the remainder of the total delivery if a partial delivery is delayed or defective.
- Packaging is charged to the Buyer unless expressly stated that packaging is included in the price.
- Packaging is non-returnable. Responsibility for disposal of packaging and any cost related hereto lies with buyer.
- Product information
Drawings, specifications and such that are handed out by acti-Chem prior to or after formation of contract remain property of acti-Chem. The material can only be used in connection with the use of and maintenance of the acti-Chem delivered products and may by Buyer not be copied, reproduced, transferred to or in any other way handed over to unauthorized third party.
- Product changes
acti-Chem reserves the right to make changes to agreed specifications without notice if this can be done without any inconvenience to the Buyer.
- Defects and complaints
- Upon delivery, Buyer shall immediately perform such inspection of the goods sold as generally accepted business practice requires.
- If Buyer wants to claim a defect, Buyer shall notify acti-Chem hereof in writing immediately after the defect has been or should have been discovered and specify the nature of the defect in the written notification. In so far that Buyer has discovered or ought to have discovered the defect and omit submitting a complaint as described, Buyer waives the right to claim any such defect later on. Any default must be claimed no later than 6 months after delivery.
- By choice of acti-Chem the defects will either be remedied or a replacement delivery will be made.
- If such remedial action is not taken or a replacement delivery as described under section10.3 is not made within a reasonable period of time, Buyer shall be entitled to terminate the agreement, but does not have any other remedies for breach in respect to defects.
- Changes to the sold product without written authorization from acti-Chem relieve acti-Chem of any obligation in respect to the sold product.
- Limitation of liability
- Claim for damages against acti-Chem cannot exceed the invoice amount of the sold product.
- acti-Chem cannot be held liable for any business interruption, loss of profit or any other indirect loss related to the agreement, including indirect loss as a consequence of delay or defects to the sold product.
- The following circumstances exclude acti-Chem of any liability in so far that they prevent the performance of the agreement or causes the performance to be unreasonably onerous Industrial disputes and any other circumstances beyond the control of the parties such as fire, war, mobilization or unforeseen military call-ups of an equivalent extent, requisitioning, sequestration, exchange controls, riots and civil unrest, shortage of transport possibilities, general scarcity of goods, fuel restrictions and defects in or delays in deliveries from sub-suppliers which are due to any of the circumstances set out in the present Clause.
- Furthermore, the following applies for special purpose chemicals: technical installations and systems that are applied with these chemicals must be in a constant, uniform and for the business completely normal operational situation and all of the surfaces of the system must be completely and continuously in active contact with the water phase in question, containing the exact product concentration prescribed. Buyer must undertake a detailed daily internal inspection of operational and water chemical parameters as well as keeping an ongoing recording register that has to be available upon request. Contact acti-Chem in any case of questions to analysis values, dosing or operations.
- The sold products are not returnable. Under special circumstances the sold products can be returned with prior written consent from acti-Chem and this exception applies only to marketable products with the seal intact which are considered standard and not custom made or specifically acquired for buyer. If products are taken back an administration fee of 5% of the invoice value applies. The sold products must be returned to acti-Chem’s address or stock on buyer’s account.
- In case the Buyer is entitled to rescind the agreement or if the sold products are returned to acti-Chem with the intention of exchanging or remedying defects, the products must be forwarded to acti-Chem in original packaging and on buyer’s liability and account. If acti-Chem incurs shipping costs etc. acti-Chem is entitled to have these reimbursed by Buyer and offset these against any claim the Buyer may have against acti-Chem. After concluded remedy or exchange, the Buyer is obligated to pick up the remedied or exchanged products at acti-Chem for buyers owner liability and cost.
- Product liability
Product liability is subject to Danish law in force from time to time. acti-Chem cannot be held liable for any product damages on items used commercially. In so far that nothing else is stipulated in Danish law, acti-Chem shall not be liable for any consequential loss, loss of earnings or any other indirect loss.
- Transfer of rights and obligations
acti-Chem reserves the right to transfer all rights and obligations in respect to the agreement to third party.
Any disputes arising between the parties shall be settled by the courts in Denmark pursuant to Danish law.