1. VALIDITY 1.1 These present terms of sale and delivery apply to all offers, sale and deliveries between Expedit a/s (in the following called Expedit) and Expedit’s customer (in the following called the Customer). 1.2 Agreements with such changes in the terms of sale and delivery as may arise are only valid if the changes are approved and confirmed in writing by Expedit. 2. PRICES 2.1 All prices are exclusive of VAT. Until delivery, Expedit shall be entitled to change the price as a consequence of changes in exchange rates, customs duties, direct and indirect taxes etc. pertaining to the agreed delivery. 2.2 If the items sold are covered by a price list used by Expedit, the price is set on the basis of the price list applying on the day of order confirmation. 2.3 For urgent and minor deliveries, Expedit will charge a fee according to the price list in force from time to time. For other fees and surcharges, reference is made to Expedit’s price list applying at any time. 3. OFFERS 3.1 All offers are made subject to goods unsold, cf. clause 4. If Expedit makes an offer not stating a specific time stipulated for acceptance, the offer shall lapse, if acceptance has not reached Expedit one month from the date of the offer at the latest. 4. GOODS UNSOLD 4.1 Until acceptance on the part of the Customer has reached Expedit, Expedit shall be entitled to enter into an agreement with a third party concerning the items offered, with the effect that the offer to the Customer will lapse without further notice. 5. INITIAL COSTS 5.1 The customer shall pay initial costs, including costs for design and design engineering as well as delivered products and tools needed for production of specially developed products. 5.2 Products are invoiced upon delivery, and tools for production of specially developed products are invoiced together with the first delivery of the product for which the tools are used. Other costs covered by clause 5.1. are invoiced on a continuous basis. The terms of payment are the same as the general terms of payment applying between the Customer and Expedit. 5.3 Tools are stored at Expedit and cannot be handed over for production at the Customer or at any other manufacturer, whether or not the Customer has paid for such tools wholly or in part, as the tools are the property of Expedit. Expedit normally maintains tools free of charge for the Customer. Tools are stored and main- tained for a maximum period of 4 years after the most recent date of delivery of the product for which the tool has been designed. 6. DELIVERY 6.1 Expedit shall confirm all orders by forwarding an order confirmation to the Customer. The Customer shall check that the order confirma- tion is in accordance with the delivery he wants. If this is not the case, the Customer shall notify Expedit hereof within two working days after receipt of the order confirmation. Expedit will then after such correction of the order confirmation as may be necessary forward a new order confirmation. 6.2 Delivery can be agreed to take place at a certain date or within a certain time from the time when the agreement was entered into. It is a precondition for Expedit’s compliance with the delivery time that all information needed for the execution of the order at the time of the agreement has come to Expedit’s knowledge. 6.3 If delivery does not take place within the delivery time, the Customer shall solely be entitled to by written information to Expedit to demand delivery and set a reasonable grace period and thereby indicate that the Customer intends to annul the agreement if delivery does not take place within this set grace period. If delivery has not taken place within the grace period thus set by the Customer, the Customer shall be entitled to annul the agreement by written notification to Expedit. 6.4 If the Customer annuls the agreement in accordance with clause 6.3, the Customer shall be entitled to demand compensation for the costs incurred by the Customer from acquiring similar deliveries from other sources. Apart from this, the Customer shall not be entitled to any other compensation pertaining to the delay. Expedit shall thus not bear any liability for the delay, including any loss which the delay may have caused, such as consequential loss, profit loss and other direct as well as indirect financial losses. 6.5 If delay in delivery is caused by Expedit being in a situation as described in clause 12.3, the delivery time shall be postponed by the duration of the obstacle, both parties still being entitled to annul the agreement free from liability when the obstacle has lasted for more than 3 months. This stipulation shall apply irrespective of whether the cause of delay occurs before or after expiry of the agreed delivery time. 6.6 Expedit may offer to store products in a customer warehouse against payment and to enter into a warehouse agreement. Expedit is entitled to use internal as well as external warehouse facilities. Warehouse costs are informed separately. At the time of making a warehouse agreement, an agreement is drafted in writing stipulating when the Customer must take delivery of any remainder stock, and how warehouse costs and insurance of the products stored are to be invoiced. Despite invoicing the Customer for the products supplied, Expedit bears the liability and risk for the products stored until delivery has been effected by Expedit, after which time the Customer takes over the liability and risk for the products. 6.7 The terms of delivery are DAP (Incoterms 2010), always provided that the Customer is invoiced for the actual costs of insurance and freight to the specified destination. Any damage to the consignment occurring during the transport must immediately and without undue delay upon receipt be reported to Expedit and specified in the consignment note. 6.8 Delivered products are only returnable prior to separate agreement. 7. SHIPMENT 7.1 All shipments carried out by Expedit by truck are conditional upon the unloading places being accessible by passable roads. 7.2 The Customer is responsible for prompt unloading. Any waiting time is for the Customer’s account. 8. PACKAGING 8.1 Packaging is carried out at the Customer’s expense, unless it is explicitly stated that packaging is included in the price. Pallets are delivered at the Customer’s expense, alternatively free of charge, upon receipt of similar packaging in exchange. 8.2 The packaging is only returnable prior to separate agreement. 9. PAYMENT 9.1 The terms of payment are net cash counting from the invoice date. Payment shall be effected no later than on the day stated on
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