The buyer shall be under an obligation to carry out the necessary inspection immediately upon reception of the delivery for the purpose of verifying whether the delivery is in compliance with what has been agreed. Any complaints in connection with the delivery shall always be made in writing and immediately upon the detection of the defect, albeit no later than 5 workdays after the reception of the delivery. In the event of belated complaint, the buyer's right to remedial action/compensation shall lapse.
In the event of visible transportation damage and/or lacking parts of the consignment, the buyer shall upon reception of the delivery mark the consignment note to this effect and secure the signature of the conveyor. If the buyer fails to do so, he shall forfeit any right in respect of defects.
In the event of a defect and/or damage in respect of the delivered goods which can be ascribed to CJ, CJ shall always be entitled to discharge itself from the responsibility by way of a replacement delivery. If a replacement delivery takes place within 30 days after buyer's complaint, the buyer shall not be entitled to make further claims against CJ. If CJ cannot make a replacement delivery, the buyer shall be entitled to be credited with the invoiced amount.
LIABILITY FOR DAMAGES
CJ shall under no circumstances be liable to pay damages in the event of operating loss, loss of time, loss of profits or other indirect loss. CJ can never be held liable for the functionality for a workpiece/plant designed by the customer. Besides, CJ's liability to pay damages shall never be in excess of the amount of a given order in terms of value.
CJ shall not be responsible for non-compliance in respect of delivery obligations if such non-compliance is owing to circumstances outside CJ's control.
Force majeure shall, for instance, be construed as comprising the following circumstances: Natural disasters, war, civil unrest, mobilisation, failing supply of raw materials, failing transportation possibilities, import and/or export prohibition, exchange controls, lack of manpower or any other circumstance that may hinder or complicate ordinary manufacturing processes, strike lockout, fire or damage to CJ's production equipment/property. The consequence of force majeure in respect of one of CJ's subcontractors shall, in relations between the buyer and CJ, be construed as exemption from liability as were the force majeure circumstance occurring at CJ. In the event of force majeure, CJ shall be entitled to choose between termination of the agreement or parts thereof and delivery at the point in time when the force majeure situation has lapsed.
If CJ has accepted a delivery as being defective, return of the said delivery shall take place at CJ's expense on the provision that the buyer complies with CJ's instructions concerning packaging and shipping. Any return of a delivery from CJ shall always presuppose written agreement with CJ. If such returns have not been agreed on in writing, CJ's obligation to pay therefore shall lapse. Returns shall be returned to CJ in original and undamaged packaging. If the original packaging has been destroyed or damaged, the buyer shall be responsible for ensuring secure wrapping and packaging.
The product liability shall be regulated in pursuance of NL92, clause 36, albeit – pursuant to clause 36, final point, the mutual relations between buyer and CJ shall be settled in pursuance of clause 15 of the provisions. Besides, CJ´s responsibility in respect of property damage shall never be in excess of the amount of a given order in terms of value.
VENUE AND APPLICABLE LAW
Any disputes between the parties shall be settled before an ordinary Danish court of law, with the district court in Sorø as the court of first instance. The agreement between the parties shall be subject to Danish law.
The international purchasing law no. 733 of 7 December 1989 shall not be in force between the parties.
These present terms shall take precedence in respect of the non-mandatory provisions of national and international law, comprising – but not limited to – the Danish Sale of Goods Act.
Chris Jensen A/S –22 February 2012.