Terms and conditions of sale and delivery of INOX STÅL HANDELSSELSKAB A/S (“INOX”)
The terms and conditions below apply exclusively to all contracts of sale, unless otherwise provided by mandatory statutory provisions and unless otherwise agreed in writing.
The purchaser's own terms and conditions do not apply to INOX, unless otherwise agreed and confirmed in writing by INOX.
2. Quotations and purchase orders
All quotations issued by INOX, including, but not limited to, any offers posted on its website www.INOX.dk, constitute an invitation to treat only and will not be binding on INOX until the purchase order has been accepted by INOX in writing.
The purchaser's order and the delivery of products ordered may be subject to additional charges, including, but not limited to, freight, packaging, etc. Additional charges will be included in the invoice for the products ordered.
The Purchaser shall review the order confirmation upon receipt and shall immediately notify INOX, if mistakes or omissions are discovered. If such complaint is not given immediately and no later than 24 hours from receipt of the order confirmation, the purchase contract is binding and may not be changed or annulled without written consent from INOX.
3. Product information
All information about weight, dimensions and quality as well as technical and other data provided in catalogues, brochures and on the website are indicative only – and will be binding only to the extent that they are contained in a contract confirmed by INOX.
The purchaser itself is responsible for ensuring that technical data and the products in their entirety are fit for purpose.
If the products are not ordered on the basis of a quality standard or grade, the products will be of general merchantable quality and workmanship, without liability for special quality requirements.
The prices charged by INOX are exclusive of VAT at the rate applicable from time to time as well as other taxes, duties, charges, freight, etc.
INOX reserves the right to adjust prices as a result of any increase in terminal and transport costs, insurance, duties, taxes, charges, etc. occurring after INOX has accepted the purchaser's order. The same applies in case of any intervention in price formation mechanisms by foreign, Danish or EU authorities, including if binding minimum prices are set or if anti-dumping duties, countervailing duties or other special duties or charges are introduced.
In case of any extraordinary charges imposed as a result of an interruption or blocking of usual transport routes, INOX will be entitled to increase the price correspondingly.
For all product deliveries, the purchase price will be payable net cash on the purchaser's receipt of invoice, unless otherwise agreed.
If the invoice is paid more than 14 days after the due date, interest will accure on the outstanding balance at a rate of 2% per month or fraction of a month.
If the purchaser fails to comply with the terms of payment, INOX reserves the right to withhold any additional products to be delivered until payment has been made.
The purchaser is not entitled to withhold any part of the purchase price as security for any counterclaims concerning other products to be delivered, and such withholding will be deemed to constitute a material breach of contract.
7. Delivery and passing of risk
The delivery terms are ex works (Incoterms 2020) from INOX or any other location agreed by the parties.
If the products are delivered by a carrier designated by INOX, the risk will pass to the purchaser on delivery at the agreed delivery address. Unless otherwise agreed, the purchaser will bear the delivery costs, which will be invoiced to the purchaser by INOX.
Deviations of up to +/- 10% from the quantity ordered are acceptable.
8. Duty to inspect and notification of defects
The purchaser shall carry out a thorough and appropriate inspection of the products immediately upon delivery. Any visible defects or damage to the products delivered must be notified to INOX on the day of delivery. Complaints on deficits in quality or quantity must be notified to INOX in writing no later than 7 days after delivery.
Provided that the defects are accepted as defects, INOX will either replace the products or refund the products by issuing a credit in the amount of the purchase price, as decided by INOX in each case.
Despite the Danish Act on Purchases art. 54 (3), the statutory term for complaints is not extended, unless the purchaser prior to the order confirmation from INOX has informed that the products ordered are meant for use in construction of real estate property in Denmark.
In such case INOX’ liability for manufacturing defects that were not visible despite careful investigation upon delivery (hidden defects) will expire no later than 3 years after delivery of the real estate property and in any case no later than 5 years from delivery of the products from INOX to the Purchaser.
The liability of INOX is limited to direct losses. INOX will accept no liability for any indirect losses, including, but not limited to, loss of business, loss of profit or other indirect losses.
The liability of INOX is further limited to the invoice value of the order involving the defective or delayed product(s).
10. Product liability
INOX accepts no product liability unless as provided by mandatory provisions in the Danish Act on product liability.
INOX accepts no liability for any damage to:
(a) movable or immovable property occurring while the products are in the purchaser's possession;
(b) products produced by the purchaser;
(c) products incorporating products produced by the purchaser; or
(d) movable or immovable property caused by the products mentioned in para. (c).
The purchaser must indemnify INOX to the extent that INOX incurs liability towards third parties for any of the exclusions in these terms & conditions or in any other written agreement between the parties.
If a third party claims damages from one of the parties under this clause, the relevant party must immediately notify the other party.
11. Retention of ownership
INOX retains ownership of the products sold until the full purchase price has been paid to INOX, including any costs, interest, etc.
12. Cancellation and Returns
In case of cancellation of a purchase or return of products delivered, the Purchaser shall indemnify INOX for any loss, damage or cost caused by such cancellation or return.
Products ordered by mistake may only be returned subject to prior agreement with INOX and no later than 8 days after delivery.
Prior to return of products, the purchaser shall notify INOX of the invoice or order number to obtain a return code. The shipment must be shall be marked with this return code.
If INOX accepts to issue a credit for the products, a deduction of 20% of the purchase sum, in any case no less than DKK 1.500, will be made to cover costs. This does not apply to crediting in case of products delivered by mistake or defective products (subject to the above terms and conditions).
If a credit is issued for special-order items, INOX will also charge any return fee charged by the supplier in question as well as freight to the supplier.
Unless otherwise agreed in writing, returns will be credited only if they are undamaged and securely packaged, preferably in their original packaging.
13. Delivery from plant
For all orders delivered directly from the plant, the plant's terms and conditions of sale and delivery agreed with INOX apply. The purchaser's terms and conditions apply only if so agreed in writing by the plant in question.
14. Delivery time
The delivery time is counted from when all questions about the delivery have been clarified and the order has been definitively booked by INOX or our supplier, as the case may be. Time of delivery is not binding on INOX unless agreed in writing.
If a substantial delay is likely to occur compared to the date of delivery originally stated, INOX must notify the purchaser and, if possible, state a date when delivery is expected to take place.
Plant orders may be cancelled as a result of delay, only upon acceptance by the plant in question.
15. Framework agreements
Framework agreement is an agreement obligating the purchaser to accept delivery, invoicing and payment of certain amounts of products successively over a certain period. The agreement is binding on the parties for the whole quantity ordered and is not subject to termination by either party.
The whole quantity ordered is delivered and invoiced no later than at expiry of the agreed period. Unless otherwise agreed, the total quantity shall be delivered and invoiced 12 months from the order date.
Unless otherwise agreed, INOX shall deliver a proportional share of the total quantity equally allocated over the agreed period. If the agreed period is 12 months, 1/12 of the total quantity will be delivered and invoiced every month, first one month after the order confirmation.
Unless otherwise agreed, INOX will not be obliged to deliver more that the proportional share of the total quantity per delivery term.
If INOX is not able to fulfil the framework agreement, due to delivery failures from the plant, INOX will not be obliged to fulfil any non-fulfilled part of the framework agreement. Reference is also made to the Force Majeure provisions below.
16. Force majeure
In case of strike, lockout, war, epidemics, nature catastrophes, business interruption or interruption to the normal transport system of the plant or other obstacles beyond the control of INOX (Force Majeure), INOX will be entitled to cancel the order in whole or in part to the same extent as the plant cancels the order placed by INOX. In that case, INOX is not obliged to place the order elsewhere. Nor is INOX liable for aby loss due to defects, delay or any other damage or violation caused by Force Majeure.
Any disputes between the purchaser and INOX which are not solved amicably will be submitted to the ordinary Danish courts.