Sales & delivery conditions for NICON INDUSTRIES A/S

1. General

1.1 These terms and conditions apply to all quotations, sales, and deliveries unless otherwise agreed and confirmed in writing by Nicon’s authorized representative.

The buyer’s own business or purchase conditions only apply if approved by us in writing.

Delivery and installation are carried out in accordance with the “General Conditions for the Provision of Works and Supplies within Building and Engineering” (AB 92), and AB 92 in its entirety is regarded as the basis of agreement between the parties to the extent that written agreements or delivery conditions stated below explicitly or provision-wise deviate from AB 92.

2. Quotation

2.1 Quotations stand for four (4) weeks from the date of quotation, subject to changes due to external, extraordinary price increases.

2.2 Nicon reserves the right to change the quotation based on errors and/or shortcomings in the communication of the buyer’s specifications. Such errors and shortcomings, and their effects have no relevance to Nicon Industries A/S.

3. Delivery time

3.1 Our delivery time is estimated to the best of our judgment; thus, to ensure delivery at the specified time, it is necessary for us to have all measurements and details of the construction no later than stated in the quotation. The final agreement about the time of delivery cannot be made before the order has been fully clarified, i.e. on the day when ALL of buyer’s order specifications of production have been delivered to Nicon Industries A/S.

3.2 In the event of delivery delays due to circumstances beyond Nicon’s control, among which are circumstances stated in the section on force majeure, or due to the buyer’s actions and omissions, the delivery time is extended to a reasonable length of time depending on the circumstances and solely based on Nicon’s judgment. Such extension of the delivery time can be made whether or not the delay occurs before or after the agreed delivery time.

3.3 If the buyer does not receive the delivery at the agreed time, he must without further delay notify Nicon Industries A/S hereof either by telephone or written notice and state the reason for the delay as well as the estimated time when the buyer expects to receive the delivery.

3.4 Supplier can demand payment by submission of invoice for goods which are not received by the buyer at the expiry of the initially agreed delivery time. After payment has been made, the goods can be stored in our storage at the buyer’s own risk, as long as there is sufficient space to accommodate the goods.

4. Payment terms

4.1 Payment must be made within thirty (30) days net cash after installation, unless otherwise agreed upon. However, supplier is, at any time, entitled to receive payment of up to ninety percent (90%) of the accomplished requirements. Interest is charged on overdue payments.
4.2 The time of payment runs from the time of delivery.

4.3 Seller can demand that buyer offer satisfactory security for the payment of the delivery.

4.4 Buyer can, under no circumstances, withhold payments or make any deductions in payments.

5. Ownership

5.1 The delivered products remain the seller’s property until payment has been made in full to the extent that such ownership is valid pursuant to applicable law.

6. Defects & complaints

6.1 In so far and only to the extent that delivered products are used in Denmark, delivery takes place according to the construction products clause stipulated by the National Agency for Enterprise and Construction.

According to this clause, the responsibility of Nicon Industries A/S for delivery defects ends 5 years after handing-over the building work in which the delivery has a part.

6.2 Only documented design, manufacturing, and materials defects of the delivered products as well as flawed or faulty services are considered as defects.

(Complaints about surface treatment are only accepted if the buyer has chosen the proper treatment and maintained the construction.)

6.3 It is the responsibility of the buyer/receiver to IMMEDIATELY examine the deliverables upon receipt and IMMEDIATELY complain to Nicon Industries A/S’ installation team about any defects.

6.4 Buyer/receiver cannot make claims regarding any defects which could or should have been discovered during immediate examination unless the customer substantiates that Nicon Industries A/S has received a written complaint no later than 5 days after the receipt of product/s.

6.5 The customer does not receive any remedy other than the claim of having the defects rectified as soon as possible by means of repair, replacement delivery, or supplementary delivery.

6.6 Rectification of defects on behalf of Nicon Industries A/S is only compensated if a a supplier agreement, signed by Nicon, exists.
6.7 Nicon Industries A/S is in no way responsible for operating loss, loss of time, loss of profits, loss of earnings, or any other indirect losses incurred due to defective deliveries.

7 Product liability

7.1 Nicon Industries A/S has established a business and product liability insurance.

7.2 To the extent that the seller may have a product liability to a third party, buyer is obligated to indemnify seller to the extent that seller’s responsibility is limited, cf. the previous clauses. These limitations of seller’s responsibility do not apply if seller is proven to be guilty of gross negligence.

If a third party demands that one of the parties be liable for damages pursuant to this clause, this party must immediately notify the other party hereof.

Seller and buyer are mutually obliged to submit to a court subpoena or arbitration tribunal, which processes compensation claims on the basis of damages allegedly caused by defective equipment.

7.3 Nicon Industries A/S is only liable for damages caused by the sold goods or service if it is indisputably documented that the damages are caused by errors committed by persons employed by Nicon Industries A/S.

8 Force Majeure, etc.

8.1 The following circumstances provide Nicon Industries A/S exemption from liability when these occur after the conclusion of the subscription and prevent the fulfillment of the agreement: industrial conflicts, strikes, lockouts, and any other circumstance that are beyond the control of Nicon Industries A/S, such as fire, war, mobilization, or unforeseen military call-up for service of similar scope, requisition, seizure, currency restriction, rebellion, and unrest, lack of transportation means, general scarcity of goods, restrictions on fuels and deficiencies on supplies from suppliers, or delays of such supplies as caused by any of the circumstances stipulated in this clause

8.2 Nicon Industries A/S is entitled to terminate the agreement by notifying buyer in writing, should the agreement be impossible to fulfill within a reasonable amount of time due to any of the circumstances stipulated in this clause.

8.3 Buyer is only entitled to terminate the agreement because of delays stated above, if such delays have lasted for more than 3 months or because of another delay, which can be regarded as highly significant.

9 Disputes & applicable law

9.1 Disputes arising from the agreement or any other aspect related hereto must be settled by Danish arbitration in accordance with the Danish Arbitration Act.

9.2 All legal matters arising from this agreement must be assessed in accordance with Danish law in a Danish court, unless otherwise explicitly expressed in the contract.

(Nicon reserves the right to modify the contents of this contract.)

Rev.  February 200