Terms of Sales and Delivery 1. e-l-m Kragelund A/S’ Terms of sale and delivery 1.1 Unless otherwise agreed, these terms of sale and delivery shall apply (together with NL92 in cases where the Customer is domiciled in Denmark, Norway, Sweden or Finland) to all agreements (hereafter Contracts/the Contract) between e-l-m Kragelund A/S (e-l-m) and e-l-m’s customers (hereafter the Customer) buying products (here after Products/the Product) from e-l-m or e-l-m’s delivery of Products. In the event of any discrepancy between these terms of sale and delivery and NL92 (in cases where the Customer is domiciled in Denmark, Norway, Sweden or Finland), the present terms of sale and delivery shall apply. In cases where the Customer is not domiciled in Denmark, Norway, Sweden or Finland, these terms of sale and delivery shall apply together with the Orgalime S 2012 general conditions to all agreements between e-l-m and the Customer regarding the Customer’s purchase of Products from e-l-m and e-l-m’s delivery of Products. In the event of any discrepancy between these terms of sale and delivery and Orgalime S 2012, these terms of sale and delivery shall apply. 1.2 Deviations from these terms of sale and delivery shall only be valid if they are confirmed in writing by e-l-m. 2. Quotes, prices and payment 2.1 Prices on spare parts are regulated on the date the new price list becomes valid. 2.2 Quotes given in writing shall apply for 30 days after e-l-m has dispatched them, while the delivery times mentioned are for guidance purposes only, and may be altered freely at e-l-m’s discretion. 2.3 Products shall be delivered with reference to e-l-m’s current prices and hourly rates at any time. All prices and hourly rates shall be quoted exclusive of VAT and public duties, both currently existing and any future taxes or duties. 2.4 Unless otherwise agreed, the purchase price shall fall due for payment 30 days net after the invoice date. 2.5 If payment is made after the due date, the Customer shall be obliged to pay interest on overdue payment and further charges for reminders and collection fees in accordance with current legislation. 2.6 If the Customer has not paid an amount that is due within 10 days at the latest after receiving a written request for payment from e-l-m, then e-l-m shall be entitled to cancel the Contract concerned without notice, and require compensation for the loss suffered as a result, in addition to interest on overdue payment. Interest on overdue payment shall be calculated as the officially fixed bank rate in Denmark with the addition of 9 percentage points. 2.7 The Customer shall not be entitled to set off against e-l-m’s claim for payment for the Product, unless such an offset has been accepted in writing by e-l-m. 2.8 The Customer shall only be entitled to cancel Contracts with the prior written consent of e-l-m. In the event of a cancellation, e-l-m shall be entitled to full payment of the purchase price of the Product with the deduction of actual savings made by e-l-m. 3. Delivery 3.1 The Product shall be delivered, unless otherwise agreed with the Customer, without packaging, ex works (Incoterms 2010), Kragelund, Denmark. 3.2 Spareparts supplied in connection with remedying defects or for maintenance of the Product shall be sent packaged by ordinary post, or with a carrier or the like at e-l-m’s free discretion. 4. Reservation of ownership 4.1 Products shall remain the property of e-l-m until payment has been made in full. 5. Product information 5.1 All information and data in e-l-m’s information material is for guidance purposes, and only binding to the extent it is confirmed in writing by e-l-m. e-l-m reserves the right to change or improve its Products without prior notice, and without obligation to implement such improvements on already delivered Products. 6. Intellectual property rights 6.1 All drawings, proposals, descriptions, prototypes or details about Products which may be supplied together with the Product shall belong to e-l-m, and may not be copied, distributed or made public without a written agreement on the matter. 6.2 Without a written agreement on the matter, e-l-m shall not be obliged to hand over drawings and documents on which the manufacture of Products or spare parts is based. 6.3 e-l-m shall retain all intellectual property rights, including copyright, know-how, patterns, working models and rights that can form the basis for patents, to Products and the associated drawings and materials, specifications etc. developed by e-l-m. 7. Delay 7.1 If no request has been made by the Customer regarding the time of delivery, it shall be fixed by e-l-m. 7.2 If the delivery time is stated as a particular week or month, the Product shall be considered to have been delivered on time, provided that e-l-m has informed the Customer that the Product is ready for delivery not later than the last working day in the week or month in question.
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