1.1 These terms of delivery and sale shall apply to all agreements entered into between Seven Seas and the buyer, unless Seven Seas has accepted a different basis for an agreement in writing.
1.2 The terms of delivery and sale shall be forwarded to the buyer and shall apply thereafter to all orders that are executed after the date of the forwarding.
1.3 None of the buyer’s purchasing conditions and the like shall be binding on Seven Seas.
1.4 Seven Seas reserves the right to change the terms of delivery and sale without notice.
2. OFFER, ORDER, AND ACCEPTANCE
2.1 Offers made by Seven Seas based on incorrect information, incl. sketches, etc., from the buyer, shall be without responsibility for Seven Seas.
2.2 Unless otherwise stated, an offer shall be valid for 30 days after the offer date.
2.3 The buyer’s orders shall not be binding on Seven Seas until the buyer has received a written order confirmation.
2.4 If Seven Seas´s order confirmation does not correspond to the buyer’s order, the buyer shall complain immediately on receipt of the order confirmation. If not, the buyer shall be bound by the order confirmation.
3. SEVEN SEAS DELIVERY
3.1 Seven Seas’s delivery shall only include the products specified in the order confirmation, and Seven Seas undertakes to deliver on the conditions stated in the present terms products of the normal good quality with respect to materials and manufacture. Seven Seas is entitled to deliver +/- 5% of the agreed quantity.
3.2 Production information, illustrations, drawings, and information about the technical data, e.g. measurements, materials, etc., in catalogues, brochures, or advertising materials shall only be consultative.
3.3 All intellectual property rights, drawings, sketches, technical specifications, etc., shall be Seven Seas’s property and shall not be copied or revealed to any third party without prior acceptance from Seven Seas. Nor shall the products delivered be manufactured, imitated, or transferred to any third party with this purpose in mind.
4. PLACE OF DELIVERY
4.1 Delivery shall be EX WORKS from Seven Seas’s business address, cf. Incoterms 2000, unless otherwise agreed in writing.
5.1 Unless otherwise agreed, the price shall be stated ex. VAT, freight, fees and in the valid currency.
5.2 Seven Seas reserves the right without notice to change the accepted prices in the case of changes to exchange rates, material prices, production costs, wages, transportation costs, customs rates, and in the case of a government intervention or other events that are beyond Seven Seas’s control (cf. the events stated in item 14).
6. TERMS OF PAYMENT
6.1 Seven Seas shall be entitled to invoice the buyer for all deliveries made or reported ready for delivery by Seven Seas on or after the agreed delivery date.
6.2. A service fee will be added according to our standard price list.
6.3. Unless otherwise agreed in writing, the terms of payment shall be cash on delivery in connection with the ready report from Seven Seas or COD, respectively, at Seven Seas’s option.
6.4. If a credit period has been agreed and payment is not made on time, Seven Seas shall be entitled to demand penal interest as from the due date at the rate of 1.5% per month or part thereof.
6.5. The buyer shall not be entitled to offset any counterclaim that Seven Seas has not acknowledged in writing.
7.1. The products that are sold shall remain Seven Seas’s property until the entire purchase price has been paid as agreed.
8.1. If a delivery delay is caused by an event as mentioned in item 14 or the buyer’s action or omission, the time of delivery shall be extended similarly.
8.2. The buyer shall complain immediately in case of a delay. If not, the buyer shall lose any remedies for breach in relation to the delay.
8.3. In connection with a delay, Seven Seas shall never be liable for operating losses, loss of earnings, loss of profit, or other indirect losses. Seven Seas’s liability shall, furthermore, never exceed the invoice amount ex. VAT for the part of the delivery that has been delayed.
9. CLAIMANT’S DEFAULT
9.1. If after the time of delivery has arrived, the buyer does not collect the products or request despatch, Seven Seas shall be entitled to store and insure the products at the buyer’s expense and to forward an invoice for the delivery.
9.2 If despite a written request the buyer does not collect the products, Seven Seas shall – also if the products have been manufactured especially according to the buyer’s instructions or specifications – be entitled to sell these as best he or she can at the buyer’s expense.
10. RESPONSIBILITY FOR DEFECTS AND COMPLAINTS
10.1 The buyer shall immediately on receipt of the product inspect the delivery to ensure that it is intact and in accordance with the agreement.
10.2 Seven Seas shall receive any complaints no later than eight days after the arrival of the product. The complaint shall be in writing and be made immediately when the defect is discovered or should have been discovered. If not, the buyer shall lose any remedy for breach that he or she may have had because of the defect. Complaints shall not exempt the buyer from paying the purchase sum on the due date.
10.3 Item 10.2. shall also apply if the products are – at the buyer’s request – forwarded directly to the buyer’s supplier for print, embroidery, etc. It is also the buyer’s responsibility to inspect the delivery at the supplier in question before he or she applies the prints, etc.
10.4 If the delivery is defective, Seven Seas shall be entitled to remedy the defect by means of repairs or a new delivery within a reasonable period. If the defect is remedied, the buyer shall not be entitled to claim any remedy for breach, incl. a proportional reduction or compensation.
10.5 Seven Seas shall in no case be obliged to pay any costs that the buyer may incur in connection with the determination of defects. The products that have been sold shall be returned to Seven Seas in their original packaging and at the buyer’s expense and risk in connection with remedy and redelivery.
11.1 The products delivered by Seven Seas shall not be returned unless in accordance with a prior agreement and only if the products are returned in their original, unbroken, and unharmed, incl. unmarked packaging, just as the buyer shall be obliged to pay all the costs in connection with the cancellation, incl. delivery and return. Shipments to Seven Seas shall be made at the buyer’s risk. If Seven Seas accepts the buyer’s request to cancel the agreement, the buyer shall be credited for the invoice amount with a deduction of 10%.
12. PRODUCT LIABILITY
12.1 Seven Seas shall be indemnified by the buyer to the extent that Seven Seas is made liable to a third party for damage or loss for which Seven Seas is pursuant to 12.2.-12.4. not liable towards the buyer.
12.2 Seven Seas shall not be liable for personal injury, unless it can be proved that the injury is due to actions or omissions on the part of Seven Seas.
12.3 Seven Seas shall not be liable for damage to personal property. Seven Seas shall not be liable for damage to products that are either manufactured by the buyer or to products of which such products form part or for damage to personal property caused by the products as a consequence of the delivery. Seven Seas shall not be liable for damage to the buyer’s products into which the delivery is incorporated.
12.4 Seven Seas shall in no case be liable for operating losses, loss of earnings, liquidated damages, loss of time, loss of delivery, or other indirect losses. In any case, Seven Seas’s liability shall never exceed the insurance sum of Seven Seas´s product liability insurance. If a third party makes a claim against the buyer pursuant to this item 12, the buyer shall immediately notify Seven Seas.
13. LIABILITY LIMITATION
13.1 Seven Seas shall under no circumstances be liable for indirect damage or losses of any kind, including claims for liquidated damages, which the buyer may incur towards a third party and also including the buyer’s operating losses, loss of time, loss of delivery or similarly indirect losses. In the case of defects Seven Seas’s liability shall never exceed the invoice amount, ex. VAT for the products in question. Even if Seven Seas may in individual cases waive a claim or rights towards the buyer, this shall not constitute a waiver on Seven Seas’s part with respect to such claims or rights in other cases than the case in question.
14. FORCE MAJEURE
14.1 Seven Seas shall not be liable for the non-performance or delay in fulfilling the agreements if this is due to force majeure, war, riots, civil unrest, government intervention or public authority intervention, fire, strike, lock-out, export and/or importation bans, mobilisation, vandalism, currency restrictions, delay and/or lack of deliveries from sub-suppliers, transportation hindrances, incl. ice hindrances or transportation accidents, power supply and similar production difficulties or any other cause beyond Seven Seas’s control.
14.2 If defect-free delivery or delivery on time is obstructed temporarily because of one or more of the above-mentioned circumstances, the delivery shall be postponed for a period corresponding to the duration of the hindrance with an addition of a reasonable period under the circumstances, allowing for a normalisation of conditions. Seven Seas shall in the above-mentioned cases inform the buyer of the change or the expected change of the time of delivery without undue delay. Delivery on the postponed date shall in any regard be considered to be on time.
15. GOVERNING LAWS AND VENUE
15.1 Any dispute between the parties arising out of the terms of delivery and sale shall be settled in accordance with Danish law. Danish international private law rules shall not apply.
15.2 Any dispute shall be settled before an ordinary court at Seven Seas’s domicile at any time.
Holstebro, June 2013.