1. Interpretation and scope
1.1
In these Conditions the following expressions shall have the following meanings:
The Seller/HBC Systems A/S, a Danish registered limited company (VAT No. DK 40293698).
The Buyer:
The person, firm or company contracting to purchase goods from the Seller
The Goods:
The goods which are to be sold by the Seller to the Buyer
The Contract:
The Contract for the sale of the Goods by the Seller to the Buyer
Particulars of Contract
The details of the Contract agreed in writing between the parties shall include in writing telex, telegrams and cablegram.
1.2
Unless otherwise stated in the confirmation of order forwarded by HBC Systems the terms of sale and delivery of HBC Systems shall be binding on the parties and shall set aside all agreements and customs contrary to these terms, including terms worked out and forwarded by the Buyer.
2. Construction of contract
2.1
The terms of the Contract shall consist of the Particulars of Contract these Conditions of Sale and any other terms agreed in writing by HBC Systems. In the event of any discrepancy between the Particulars of Contract and these Conditions the Particulars of Contract shall prevail.
2.2
No terms contained in any document issued by the Buyer or any oral communication between the parties shall apply to the Contract nor shall these Conditions or the Particulars of Contract be modified without the written agreement of the Seller.
2.3
In order that the Contract shall be a complete statement of the understanding between the parties with regard to the sale of the Goods, the Buyer must ensure that any pre-contractual representation on which it wishes to rely has been expressly incorporated into the Contract by written agreement by HBC Systems. In entering into the Contract, the Buyer does not rely upon any such representation made by or on behalf of HBC Systems which has not been so incorporated.
2.4
Descriptions and illustrations of the Goods submitted with any quotation, or contained in any catalogue, are only a general representation of the Goods and are not intended to be reliable with regard to details, as improvements are constantly being made.
3. Authority
3.1
No independent person/company such as an agent, a representative, or a broker, shall be entitled to bind HBC Systems unless a written agreement has been concluded to that extent.
4. Quotations and orders
4.1
Unless accepted before lapse or withdrawal, quotations made by the Seller shall automatically lapse after 60 days, but may be withdrawn earlier.
4.2
The Seller’s quotation is merely an invitation to treat. There shall be no contract until the Seller has accepted the Buyer’s order in writing, and no employee or agent of the Seller has authority to contract in any other manner.
5. Prices
5.1
All prices, including prices in the price list prepared by HBC Systems, are today’s prices ex-works and exclusive of added-value-tax, other public charges and packing. HBC Systems reserves the right at 30 days’ notice to alter price lists and catalogue material.
5.2
The price is exclusive of work caused by defective materials delivered by the Buyer and overtime due to work having to be carried out quicker than usual; furthermore the price is exclusive of storage of completed work.
5.3
The price is based upon the rate of exchange at the time of conclusion of the agreement. Subsequent exchange fluctuations of more than 5 per cent shall entitle HBC Systems to adjust their prices accordingly.
6. Terms of delivery
6.1
Delivery is effected according to Incoterms EXW, Incoterms 2000, according to which – the goods being finished and ready for delivery – the Buyer bears the risk and any costs of delivery including transport charges. The Buyer is obliged to state his wishes in good time as to the method of transportation. Otherwise HBC Systems shall be entitled to choose mode and route of transport.
6.2
If delivery is delayed, HBC Systems shall be obliged to notify the Buyer immediately. In case the delay is considerable the Buyer shall be entitled to give notice to the Seller requiring the Goods to be dispatched within 30 days of the date of such notice, following the expiry of which period the Buyer shall as its sole remedy have the right to give further written notice determining the Contract forthwith in respect of such of the Goods as shall not then be ready for despatch but this right shall not be exercisable if the extension of the delivery time is attributable to any act of default on the part of the Buyer. In case the time of delivery is exceeded by more than 60 days the delay can be referred to as considerable. The Buyer cannot assert the above claims if the delay is due to affairs of the Buyer or a sub-supplier. In any case the Buyer cannot claim for damages for indirect loss, including compensation for the loss of use of the products and trading loss, or assert any further claims.
6.3
In case the Buyer does not accept delivery at the time agreed upon, for example by violating his obligation to collect the goods HBC Systems shall be entitled to cancel the agreement and claim damages. HBC Systems shall further be entitled to sell or store the goods for the Buyer’s account. Storage of the goods shall be at the Buyer’s risk.
6.4
The delivery of a greater or lesser quantity of the Goods than the quantity provided for in the Contract, the delivery of other goods not provided for in the Contract or the delivery of Goods only some of which are defective, shall not entitle the Buyer to reject all the Goods delivered or to terminate the Contract in whole or in part. Any claim in respect of error in quantity or type of Goods or in respect of the condition of Goods delivered must be made in writing to the Seller within 10 days of receipt of the Goods by the Buyer.
6.5
Any damage to the Goods in transit must be reported in writing to HBC Systems within 3 Days of receipt of the Goods by the Buyer. The Buyer shall be obliged to examine the goods immediately at receipt and not later than 3 days after the receipt to give notice of any defaults. In case the Buyer does not observe the time fixed any claim will be forfeited. The Buyer must notify the Seller immediately if any Goods are not received by the Buyer within 30 days of the date on despatch, as notified by the Seller.
6.6
Return of goods and packing can only take place according to previous written agreement and shall be effected for the Buyer’s account. The Buyer shall not be credited with pallets, boxes or any other packing being separately charged. Products that have been used or in any way broken of original packaging cannot be returned.
