the invoice as the final day for payment. If no such date is stated, payment shall take place in cash on delivery. 9.2 If the delivery is postponed due to the Customer’s affairs, the Customer is, unless informed otherwise by Expedit in writing, obliged to execute any payment to Expedit as if delivery had taken place at the agreed time. 9.3 If payment takes place after the due date, the Customer is obliged to pay default interest of 1.5% on the overdue amount charged per month or fraction of a month, to which shall be added reminder fees, compensation payment and collection fees in accordance with applicable legislation. 9.4 The Customer shall not be entitled to offset any counterclaim against Expedit which has not been accepted in writing by Expedit, nor is the Customer entitled to withhold any part of the purchase amount due to counterclaims, irrespective of the nature of such counterclaims. 10. RETENTION OF TITLE 10.1 Expedit shall, subject to the restrictions imposed by mandatory rules of law, retain the title to the goods sold, until the full purchase price with addition of any expenses accrued has been paid. 11. DEFECTS AND CLAIM 11.1 Immediately upon delivery, the Customer shall perform such inspection of the products sold as generally accepted business practice requires. 11.2 If the Customer wants to claim a defect, the Customer must immediately after the defect has been or should have been detected and no later than 5 days after receipt, notify Expedit of this in writing and state the nature of the defect. If the Customer has or should have detected the defect and does not make a claim as stated above, the Customer cannot later make claims on account of the said defect. If it turns out that no defect exists for which Expedit is liable, Expedit is entitled to compensation for the costs unduly incurred by Expedit as a result of the claim. 11.3 At Expedit’s option, defects of the products sold will be remedied, or the goods will be replaced. If the defect is thus remedied, the Customer has no further rights to claim. 11.4 If remedy or replacement in accordance with clause 11.3 does not take place within reasonable time, the Customer is entitled to annul the agreement, demand reduction of the purchase amount, or claim compensation, according to the general stipulations of Danish law. 11.5 If within 12 months after the delivery date, the Customer has not claimed the defect towards Expedit, the Customer cannot later make claims on account of the said defect. 11.6 Alteration of or interference with the products sold without Expedit’s written consent shall exempt Expedit from any obligation. 12. LIMITATION OF LIABILITY 12.1 Any liability on the part of Expedit to pay compensation or any claim raised against Expedit for a proportional reduction cannot exceed the price paid for the product by the Customer. 12.2 Expedit shall not be liable for any consequential loss, profit loss or other indirect losses pertaining to the agreement, including indirect losses caused by delay or defects of the products sold. 12.3 The following circumstances shall result in exemption of liability for Expedit, if they prevent fulfillment of the agreement or make the fulfillment of the agreement unreasonably onerous: Industrial disputes or any other circumstances beyond the control of the parties, such as fire, war, mobilization or unforeseen military call-ups of equivalent extent, requisitioning, sequestration, exchange controls, riots and civil unrest, shortage of transport possibilities, general scarcity of goods, fuel restrictions and defects or delays in deliveries from sub-suppliers and suppliers which are due to any of the circumstances set out in the present clause. 12.4 Expedit shall be under obligation to notify the buyer hereof in writing without undue delay, should any circumstances as set out in clause 12.3 occur. 13. PRODUCT LIABILITY 13.1 To product liability shall apply the provisions of Danish law applicable at any time, always provided that Expedit shall not be liable for damage to pieces of property which are not covered by subsection 2 (clause 1) of section 2 of the Danish Product Liability Act, nor shall Expedit be liable for consequential loss, time loss, profit loss or other indirect loss, unless mandatory rules of law stipulate otherwise. 13.2 To the extent that product liability is imposed on Expedit vis-à-vis a third party, the Customer shall be obliged to compensate Expedit. 13.3 The Customer is moreover obliged to accept that legal proceedings are also instituted against the Customer at the court or arbitral tribunal which hears claims brought against Expedit on the basis of such damage. 14. PRODUCT RIGHTS 14.1 All drawing material, suggestions, descriptions, prototypes, etc. is the property of Expedit and may not be used, copied or made public without written agreement hereon. 14.2 Immaterial rights to a product developed by Expedit, including copy rights, know-how, patterns, utility models and copyrights which may form the basis for patents shall remain the property of Expedit, and the Customer may only make agreements on user rights for explicitly specified market areas. 15. BUILDING DELIVERIES 15.1 In so far as and only to the extent that the delivered products are used for building in Denmark, the liability for defects is extended as follows: In the event of production defects which despite thorough inspection were not detectable upon delivery, Expedit’s liability shall expire after 5 years after delivery of the building of which the delivered products are part, though maximum 6 years from the delivery of the products to the Customer. In other respects, the deliveries are subject to conditions as laid down in these present terms. 16. TRANSPORTATION 16.1 Expedit is entitled to assign all rights and obligations pertaining to the agreement entered into to a third party. 17. LITIGATION 17.1 Any disagreement between the Customer and Expedit is decided according to Danish legislation at Expedit’s venue in Denmark. 17.2 In case of deliveries abroad, the United Nations’ Convention on agreements on international purchase of 11 April 1980 shall not be used to settle the parties’ legal dispute.
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