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The following terms of sales and delivery are applicable to all Exodraft deliveries and services to the extent that no other written agreement takes effect. Any and all amendments, additions, supplements etc. to the present agreement must be expressly approved by Exodraft through explicit and written consent.
Any terms of purchase that the Buyer may have are only applicable when expressly confirmed in writing by Exodraft in each individual case.
Any Exodraft offer is binding for 30 days from the offer date, unless otherwise expressly agreed between the parties.
Orders placed are not binding on Exodraft until the buyer has received a written and electronic order confirmation from Exodraft.
All prices excl. VAT, public taxes of all kinds, transport, handling fees, etc.
Prices are stated at any given price list from Exodraft or on the forwarded order confirmation.
The products are delivered ‘Ex Works’ (Incoterms 2010), Odense.
If Exodraft does not deliver on the agreed time, the buyer may in writing require delivery and set a final and reasonable deadline for doing so. In case of significant delay, the buyer is entitled to withdraw the purchase.
However, if Exodraft successive delivery is agreed, the buyer is only entitled to increase the delayed partial delivery.
If the buyer raises the contract, the buyer has the rights for compensation from Exodraft at the additional costs incurred by the buyer. However, the compensation cannot exceed the invoice value of the delayed shipment. In addition, the buyer may not travel claims against a as a result of delay.
The Buyer must, immediately upon delivery of the purchased goods, carry out a thorough examination of the delivery in order to ascertain that the goods are intact and defect-free, and that they have been delivered in accordance with the terms of the agreement.
Payment must be carried out no later than the date stated on the invoice (= due date for payment). Should a due date not be stated explicitly on the invoice, payment is always COD (Cash On Delivery). In the event of overdue payment, 1% of the due amount will be charged for each passing month or part of a month.
Exodraft is liable for defects that are attributable to flaws in materials or faults in production and not for defects attributable to installation, storage or misuse of the products.
It is consequently a prerequisite for any claims directed towards Exodraft that the Buyer has exercised due care in the use of the products and has observed the specified guidelines pertaining to the given product(s), and in all senses has complied with any instructions issued by Exodraft.
In the event of defects or faulty functionality in the delivered goods, Exodraft is entitled to opt for one of two types of action: 1) to repair the delivered goods, or 2) to replace the delivered goods.
Only insofar as Exodraft fails to remedy, troubleshoot or amend the detected defects or faults within reasonable time and after a reasonable number of attempts, can the Buyer claim for compensation, and then only if the standard terms for compensation are met. Compensation is limited, however, to the amount equivalent to the costs incurred for remedying the defect, with maximum compensation amounting to the agreed purchasing price.
Exodraft is not liable for damage caused by a product on immovable or movable property which occurs while the product is in the buyer’s possession.
Exodraft is also not liable for damage to products manufactured by the buyer or on products in which products made by the buyer are included.
To the extent that exodraft may be liable to third parties for such damages, the purchaser is obliged to indemnify Exodraft.
The buyer is also required to be sued in the court or arbitral tribunal which treats claims raised against a on the basis of such damage.
Exodraft is under no circumstances liable for any operating, time, profit or other indirect losses of buyer or buyer’s customers or other users of Exodraft’s products.
The buyer may not claim compensation for the costs incurred in removing and replacing the objects or installations in which the product may be installed.
Claims for defects, delay, product liability or other claims for damages must be made in writing to a without undue delay.
Exodraft is exempted from performing the duties stipulated in the agreement in situations of force majeure, for the duration of the existence of the given conditions of force majeure.
Force Majeure takes effect in the event that Exodraft or Exodraft associates are prevented from executing duties that are regulated by the present terms of sale and delivery, insofar as this is caused by circumstances beyond Exodraft’s control, such as: war, civil war, rebellion, terrorist actions, public restrictions, banned import or export, natural disasters or general or local industrial action, fire, power outage, computer attacks etc, unless it can be demonstrated that Exodraft, within reason, should have foreseen the events at the time of the signing of the agreement.
Any dispute that might arise in relation to the present agreement, including disputes concerning the existence or validity of the present agreement, will be settled in accordance with the national legislation governing Exodraft’s seat of residence, or the Danish Maritime and Commercial Court in Copenhagen.