Liability for defects:
- Upon delivery the buyer shall immediately perform proper checks of the goods supplied before such goods are put to use and shall not later claim defects which the Buyer should have discovered during such a check.
- The Seller shall not be liable for operating loss, loss of profit or other financial loss incurred by the Buyer or third party as a result of defects in the goods supplied.
- The Seller shall, pursuant to the provisions of the Clauses below, by repair or replacement, remedy any defects in the goods resulting from faulty design, materials or workmanship.
- The Seller’s liability is limited to defects which appear within a period of 3 years from the date of delivery of the goods. If the goods are used more intensively than agreed or could be foreseen at the point of sale, this period shall be reduced proportionally.
- The Buyer shall notify the Seller in writing of a defect without delay after the defect has become apparent, and in no case later than two weeks after the expiry of the period defined in Clause 1.4. The notice shall contain a description of how the defect manifests itself.
- Notice of a defect shall be given immediately if there is reason to believe that the defect may cause damage.
- If the Buyer fail to notify the Seller of a defect in writing within the time limit set, he shall forfeit his right to make any claim in respect to the defect.
- On receipt of the written notice according to Clause 1.5, the Seller shall remedy the defect without undue delay and at his own cost. Remedy of the defect shall take place at the Buyer’s premises unless the Seller finds it appropriate to have the defective part or the goods returned to him for repair or replacement at his own premises.
- The Buyer shall assume the cost of transportation of goods to the Sellers premises. All other costs in connection with repair or replacement shall be at the Seller’s risk and expense.
- If the defects may be considered substantial, the Buyer may instead choose to terminate the purchase by written notice to the Seller.
- The Seller is only liable for defects which appear under the conditions of operation provided for and under proper use of the goods. The liability does not cover defects which are caused by faulty maintenance or incorrect installation from the Buyers side. Finally the liability does not cover normal wear and tear or deterioration from corrosional and other attacks.
Liability for Damage to Property caused by the Goods (Product liability):
- The Seller shall solely be liable for defects in accordance with mandatory provisions.
- The Buyer shall indemnify and hold the Seller harmless to the extent that the Seller incurs liability towards any third party in respect of any damage for which the Seller is not liable towards the Buyer according to paragraph a. and b. below.
- The Seller shall not be liable for loss or damage caused by the goods:
- To any (movable or immovable) property where the damage occurs while the goods are in the Buyer’s possession
- To products manufactured by the Buyer or to products of which the Buyers products form a part or loss or damage to any property, where the damage is caused by these products because of properties in the goods.
- The seller shall under no circumstances be liable for loss of production, loss of profit or any other consequential economic loss.
- The above limitations in the Seller’s liability shall not apply where the Seller has been guilty of gross negligence.
- If a claim for loss or damage as described in this Clause is raised by a third party against either party, the latter shall forthwith notify the other party thereof.
- The Seller and the Buyer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal which examines claims against either of them, where the claim is based on damage alleged to have been caused by the goods. The liability as between the Seller and the Buyer shall, however, always be settled by the arbitration in accordance with Clause 3.
Disputes, Applicable Law:
- Each and every dispute between the parties shall not be brought before the court, but shall be finally settled by arbitration in accordance with the law on arbitration applicable in Denmark.