Priess A/S

Terms and Conditions of Sales and Delivery

13 September 2017

1.1  The terms of sale and delivery below apply to all deliveries from Alfred Priess A/S (“the Seller”) to the customer (“the Buyer”) unless otherwise has explicitly been agreed upon. 

2.1.  Only written quotes are valid for the Seller. Quotes are valid for 30 days. All quotes are non-binding and conditional upon subsequent acceptance in the form of an order confirmation.

3.1  The stated prices are based on the prices and costs at the time when the quote or order confirmation is issued, including prices for materials, labour and other manufacturing costs. Changes to the stated prices and costs – including changes to taxes and fees – up until the time of delivery shall entitle the Seller to adjust the quoted/confirmed prices proportionally.

4.1  Payment is to be made net cash. In the event of late payment, 2% interest will be added per current month from the due date.

4.2  If the Buyer is in breach of the payment conditions, the Seller shall be entitled to halt its fulfilment of all other orders from the Buyer. If the amount due is not paid within a short deadline specified by the Seller, the Seller shall be entitled to cancel all agreements entered into with the Buyer.

4.3  The Buyer is neither entitled to withhold any invoiced amounts nor to offset any part of the invoiced amount unless the Seller agrees to this in writing.

4.4  Orders under DKK 3,000 (excluding VAT) shall incur a handling fee of DKK 500 (excluding VAT). The Seller reserves the right to request a guarantee for payment or to request payment in advance before delivery.

5.1  Goods are delivered by the Seller in accordance with INCOTERMS 2010 EX WORKS from the Seller’s address in Vinderup. The goods are delivered in standard packaging.

5.2  The delivery time is calculated from the day on which Seller has received complete information on the execution of the order, including all technical details and formalities.

5.3  All delivery dates are estimates. A delay is never considered to be significant until at least 30 days have passed from the agreed delivery date.

5.4  If delivery is made via EU pallets, a separate fee shall be calculated. Pallets are taken back at 85% of the charged price.

6.1  The Seller retains ownership rights over the sold items until payment has been received.

7.1   In the event of force majeure, including strikes, lockouts, fires, floods, major damage to machinery, comprehensive disruptions to operations, wars, import and export bans, seizure of goods, government measures, ice blockages, breakdowns and shipwrecks, delays while in transit, non-delivery or incorrect deliveries from sub-suppliers, shortages of raw materials and energy or other events outside of the control of the Seller, the Seller shall be entitled to delay or annul the execution of an order. In the event of delays or annulments, the Seller cannot claim compensation for damages or make any other claim against the Seller.

8.1  The Buyer is obliged to examine the delivered goods immediately after receiving them.

8.2  Complaints must be submitted in writing and, in the case of visible deficiencies and deficiencies which should have been discovered by the Buyer when examining the goods (cf. Section 8.1), the complaint must be submitted by no later than eight days from the invoice date or delivery date, if this is later. In other cases, the complaint must be submitted no later than eight days from the date on which the Buyer became aware of the issue giving rise to the complaint. Otherwise the complaint shall be invalid.

8.3  The Seller has no liability for deficiencies (cf. Sections 9.2 and 9.3 below) if the Seller does not receive the complaint from the Buyer within at least one year from the time at which the product was delivered.

9.1  In the event of delays that can be attributed to the Seller, the Seller shall be responsible for the Buyer’s documented losses which occur as a result of the delay in accordance with the general principles of Danish law. However, no compensation shall be made for the Buyer’s potential operating losses, loss of profits or other indirect losses, including losses incurred due to the Buyer’s legal relationships with third parties, and the compensation shall be limited such that it may never exceed the agreed purchase sum for the delayed products.

9.2  If the delivered goods are deficient and a claim can be made against the Seller for this, the Seller shall be entitled to choose to either remedy the deficiency or to deliver a replacement product provided that this takes place no later than 30 days after the Buyer contacts the Seller in writing and submits a complaint in due time about the deficiency in such a manner that the Seller is able to decide whether the Seller wants to remedy the deficiency or deliver a replacement product. If the Buyer has moved the delivered products outside of Denmark, the Buyer shall be obliged to transport the delivered products back to Denmark at its own expense or to cover the additional costs incurred by the Seller for remedying the deficiency outside of Denmark. If the Seller decides to remedy the deficiency or deliver a replacement product, the Buyer shall not be entitled to raise any claims against the Seller as a result of the deficiencies discovered. If the Seller does not remedy the deficiency or deliver a replacement product, the Seller shall be obliged to provide compensation under the general provisions of Danish law. However, no compensation shall be paid for the Buyer’s potential operating losses, lost profits or other indirect losses, including losses resulting from the Buyer’s legal relationships with third parties, and the compensation shall be limited to an amount which matches the costs of remedying the deficiency on the delivered products – though not exceeding the agreed purchase sum.

9.3  Losses, expenses or costs associated with the repatriation, repair, reorder, removal or other similar actions carried out on deficient products, or products which the Seller has made into a component, cannot be compensated for by the Seller.

9.4  The Seller disclaims any product liability which does not result from the mandatory rules in the Danish Product Liability Act. In particular, it is emphasised that the Seller is not liable for operating losses, lost profits or other indirect losses, including losses resulting from the Buyer’s legal relationships with third parties. To the extent that the Seller has product liability towards third parties, the Buyer is obliged to indemnify the Seller to the same extent as the Seller’s liability is limited as stated above. The Buyer is obliged to be sued in the same court that handles the product liability case against the Seller.

10.1  All information on weight, dimensions, capacity, prices, technical and other data stated in catalogues, data sheets, advertisements, images and price lists are approximations and only binding to the extent that they are expressly referred to.

10.2  All submitted drawings and descriptions remain the property of the Seller and may not be copied, reproduced, transferred to or otherwise disclosed to a third party.

11.1  Some of the Seller’s products are inspected and subjected to standard testing at the Seller’s factory before shipment, and a test certificate for such products can be included with the order upon request. For other products, the Seller can prepare and supply a completed test report for an additional fee.

12.1  Any disputes which may arise in connection with these terms of sale and delivery and which in general might occur between the Buyer and Seller, including disputes regarding the existence off the agreement or its validity, shall be settled via arbitration at the Danish Institute of Arbitration as per the institute’s established rules that apply at the time of the arbitration case’s commencement. Danish law shall be applied in the event of any dispute between the Buyer and Seller, unless contradicted by Danish/international provisions for selecting applicable laws.

Colophon

ADDRESS HEAD OFFICE
Priess A/S
Sevelvej 51
DK-7830 Vinderup

Tel.: +45 9744 1011
Fax:  +45 9744 2868
priess@priess.dk

CONTACT ACCOUNTS DEPARTMENT:
faktura@priess.dk

SALES OFFICE AALBORG
Karlskogasvej 10
DK-9200 Aalborg SV

Priess A/S is owned by Alfred Priess Holding A/S

Ole Bjerre Christiansen ( Managinging Director, CEO)
Niels Brøker ( Finance Manager, CFO)
Ole Larsen (Production Manager, COO)

IBAN: DK9898936025609121
BIC/SIFT: SPNODK22

Entry in the Danish register of the Chamber of Commerce:
Registration number: CVR-Nr. 12279000

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