GENERAL CONDITIONS OF SALE AND DELIVERY TRIPLAN INTERNATIONAL A/S

1. Scope

These General Conditions of Sale and Delivery shall apply to all orders accepted by Triplan. Any terms and conditions stipulated by the Purchaser which deviate from or supplement these General Conditions of Sale and Delivery shall not apply to any supplies from Triplan, even if Triplan does not expressly object against such terms and conditions or if the Purchaser declares that his placing of the orders is subject to the condition that his terms and conditions shall apply. Any changes in or supplements to these General Conditions of Sale and Delivery shall be subject to Triplan’s express written consent. This shall also apply to the Agreement on Non-Compliance with Written Form.

2. Offer

Offers made by Triplan shall be subject to confirmation from and not binding on Triplan, in particular as regards specification of price, quantity, availability and delivery time or date, unless such offers are expressly indicated to be fixed offers. Authoritative for sale and delivery shall be Triplan’s written order confirmation only. All contracts are subject to prior written order confirmation from Triplan. Supplements or changes agreed by telephone or orally shall be subject to written confirmation from Triplan.

3. Passing of risk

Ex works (EXW) cf. Incoterms 2000.

4. Packings

The goods will be delivered in Triplan’s standard packaging at no additional charge. If the Purchaser requests a different packaging, Triplan shall be entitled to charge a fee for such packing.

5. Payment and Prices

All our prices are exclusive VAT and other taxes. Payment net cash. By payment later than 15 days an interest of 1.5% will be charged valid from date of invoice. From 1st of every month interests are added and the interests are calculated from the balance due inclusive interests.

6. Delivery

As far as price and delivery are concerned, all deliveries are subject to force majeure. Any circumstances beyond the reasonable control of Triplan or its sub-suppliers, e.g. industrial disputes, strikes, lockouts, changes in terms and conditions of trade, in public taxes or in raw material supply, fluctuations in exchange rates, fire, war, etc. prolong the delivery time or date correspondingly, if they occurred after the conclusion of the contract of the agreement or came to Triplan’s knowledge after the conclusion of the agreement
Should delay in delivery be caused by circumstances other than those set out the foregoing provision, the Purchaser shall not be entitled to cancel the order unless he has after the agreed delivery date given written notice of the delay and Triplan has not made delivery within a reasonable time after receipt of such notice, always provided that cancellation was not foreseeable despite the notice given.

Whether the agreement is terminated or not, Triplan shall not be liable for any operating loss, the so-called day fines, loss of profit or any other indirect loss that might be caused to the Purchaser or any third party.

7. Ownership reservation

Any goods shall remain Triplan’s property until payment to be made by the Purchaser now or later, including any interest and costs connected with removing Triplan’s amount, has been made in full irrespective of the legal basis for such claim.

Based on this provision Triplan shall be entitled to seek immediate payment of the amount due to it by retaking possession of the sold goods with the assistance of the enforcement court.

8. Liability for defects

On delivery of the goods the Purchaser shall inspect the goods without undue delay. Any notice of non-conformity, including wrongful delivery and shortage shall be made in writing without undue delay.
If the supplied goods suffer from any defects, and the above mentioned time allowed for notice of non-conformity has been observed, Triplan shall at its option be entitled to remedy the defect or replace the goods within a reasonable period of time without expense to the Purchaser. In such case the Purchaser shall not be entitled to claim any other remedies for breach against Triplan as a result of the defective goods.
The liability shall not extend to any defects that arise after the risk has passed to the Purchaser.

If the Purchaser fails to give due notice of any non-conformity, the Purchaser shall be deemed to have accepted the goods and shall not be entitled to make any claims against Triplan for defective delivery. This does not apply if the defect was not ascertainable by inspection. The Purchaser shall give notice of any such defect immediately after ascertainment, in any event claims for non-conformity is subject to a limitation period of 12 months from delivery.

9. Damages

Especially as regards possible defects of building materials, the above respite is effective 5 years from the hand over of the building. Though max 6 years from delivery time to Purchaser.

10. Returns

Any return of goods shall be subject to previous agreement in writing. The return of goods shall be for the account and risk of the Purchaser until the goods have been placed in Triplan’s charge.

11. Product liability

The Purchaser shall keep Triplan indemnified to the extent that Triplan is liable to any third party for damage and loss for which Triplan is not liable to the Purchaser under the second and third paragraphs of this clause.
Triplan shall not be liable for any damage or loss which may be caused by the goods after delivery to:

  • any real property or movable property and which arises while the goods are in the possession of the Purchaser; or
  • goods into which the supplied goods are incorporated, or goods manufactured by the Purchaser or for any damage to or loss of real property or movable property caused by these goods as a result of the supply.

In no case whatsoever shall Triplan be liable for any operating loss, the so-called day fines, loss of profits or any other indirect loss that might be caused to the Purchaser or any other third party.
The mentioned limitations of Triplan’s liability shall not apply if Triplan has acted grossly negligent.

The Purchaser shall accept to be sued before the court of law hearing any claim for damages made against Triplan as a result of any damage or loss alleged to have been caused by goods supplied by Triplan.

12. Goods and samples

The technical specifications of the Triplan goods shall be subject to reasonable alterations. Samples shall only be regarded as type samples. Therefore Triplan does not guarantee that the supplied goods are in strict accordance with such type samples.

13. Disputes

Any dispute that may arise between Triplan International and Purchaser in connection with the interpretation of the present sales and delivery conditions, order/order confirmation or otherwise in connection with any delivery from Triplan International to Purchaser, must be settled by the City court of Copenhagen on the basis of Danish law.