Sales and Delivery Terms

1. VALIDITY
1.1 These general terms and conditions of sale and delivery apply to all deliveries of products, installation, and services from Povl Møllers Maskinfabrik A/S, unless otherwise expressly and in writing agreed upon.

1.2 Povl Møllers Maskinfabrik A/S is therefore not bound by any terms or conditions stated in the buyer’s purchase documents, even if Povl Møllers Maskinfabrik A/S has not objected to such terms. Furthermore, Orgalim S 2022 shall apply to the delivery, unless installation is included, in which case Orgalim SI 14 shall apply. In the event of any inconsistency between these terms of sale and delivery and the applicable Orgalim conditions, the Orgalim standard terms shall prevail.

2. QUOTATIONS
2.1 All quotations are made subject to prior sale, cf. clause 3. If the seller submits an offer that does not specify a particular acceptance period, the offer shall lapse unless acceptance has been received by the seller no later than 15 days from the date of the offer.

3. Subject to Prior Sale
3.1 Until the buyer’s acceptance has been received by the seller, the seller shall be entitled to enter into an agreement with a third party concerning the offered goods, with the effect that the offer to the buyer lapses without further notice.

3.2 Offers from Povl Møllers Maskinfabrik A/S are non-binding unless otherwise stated in the offer.

3.3 A final agreement on deliveries is only considered concluded upon the buyer’s receipt of Povl Møllers Maskinfabrik A/S’s order confirmation, and only the contents of such confirmation shall be binding on the parties.

4. PRICES
4.1 All prices are stated in Danish Kroner (DKK) or Euros and are exclusive of VAT. The buyer is obliged, up until delivery, to accept price adjustments resulting from documented increases in the seller’s costs due to changes in exchange rates, customs duties, taxes, fees, or similar charges relating to the agreed delivery.

4.2 If the goods sold are covered by a price list used by the seller, pricing shall be based on the price list in effect on the date of delivery.

5. PAYMENT
5.1 Payment shall be made no later than the date stated on the invoice as the final due date. If no such date is indicated, payment shall be made in cash upon delivery.

5.2 If delivery is postponed due to circumstances attributable to the buyer, the buyer shall, unless otherwise agreed in writing by the seller, nevertheless be obliged to make any payment to the seller as if delivery had taken place at the agreed time.

5.3 If payment is made after the due date, the buyer shall pay interest on the overdue amount at a rate of 2% for each commenced month.

5.4 The buyer shall not be entitled to offset any counterclaims against the seller that have not been expressly acknowledged in writing by the seller, nor shall the buyer have the right to withhold any part of the purchase price on account of counterclaims of any kind.

6. RETENTION OF TITLE
6.1 The seller reserves the right of ownership of the goods sold, subject to the limitations imposed by mandatory law, until the full purchase price, including any accrued costs, has been paid to the seller or to any party to whom the seller has assigned his rights.

6.2 In the event that the goods are transformed or processed, the retention of title shall continue to apply, such that it extends to the transformed or processed item to the extent corresponding to the value
represented by the goods at the time of sale.

7. DELIVERY
7.1 Delivery shall take place from the seller’s address, regardless of whether the seller, using its own personnel or a third party pursuant to a separate agreement with the buyer, arranges transportation of the goods to the buyer.

7.2 The time of delivery may be agreed upon as a specific date or as a specific period after the conclusion of the agreement. It is a prerequisite that all information necessary for the execution of the order is available to the seller at the time of the agreement. Delivery is deemed to have taken place when the goods have physically arrived at the buyer’s address. If delivery is agreed as “delivered, installed, and ready for operation,” the buyer shall assist and make available the necessary personnel, aids, cranes, forklifts, and other lifting equipment required for installation.

7.3 If delivery does not take place within the agreed delivery period, the buyer shall only be entitled, by written notice to the seller, to demand delivery and to fix a final reasonable deadline for this purpose, indicating that the buyer intends to terminate the agreement if delivery is not made within the set deadline. If delivery has not taken place within such extended deadline, the buyer shall be entitled to terminate the agreement by written notice to the seller. Should the buyer choose to terminate the agreement, the buyer shall not be entitled to any form of compensation or damages for direct or indirect losses.

7.4 If the delay in delivery is due to circumstances as specified in clause 12.2, the delivery time shall be extended by the duration of the hindrance. However, both parties shall be entitled to cancel the agreement without liability if the hindrance has lasted for more than three months. This provision shall apply irrespective of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.

8. SHIPPING
8.1 All shipments made by the seller by truck are subject to the condition that the unloading site is accessible by a passable road and that unloading takes place as specified in clause 7.2.

8.2 The buyer is responsible for immediate unloading. Any waiting time shall be at the buyer’s expense.

9. PACKAGING
9.1 If the machines/equipment require special packaging, the cost of such packaging shall be borne by the buyer unless it is expressly stated that it is included in the price.

9.2 Packaging will only be accepted for return by separate agreement.

10. PRODUCT CHANGES
10.1 The seller reserves the right to make changes to agreed specifications without prior notice, provided that such changes can be made without inconvenience to the buyer.

11. DEFECTS AND CLAIMS
11.1 Upon delivery, the buyer shall immediately carry out such an inspection of the goods as is customary in sound business practice.

11.2 If the buyer wishes to claim a defect, the buyer must notify the seller in writing immediately after the defect has been or ought to have been discovered and specify the nature of the defect. If the buyer has discovered or ought to have discovered the defect and fails to notify as stated, the buyer shall lose the right to make any claim regarding the defect. If no defect for which the seller is responsible is found, the seller shall be entitled to compensation for the work and costs that the unwarranted complaint has caused the seller.

11.3 At the seller’s discretion, any defects in the goods will be remedied or replaced. Once such remedy or replacement has been carried out, the buyer shall not be entitled to any further remedies for defects.