General terms and conditions
The following general terms of delivery apply to deliveries of products from Gearcentralen A/S – Micmotor A/S, hereinafter referred to as “GCM”:
These General Conditions of Supply shall be the only applicable conditions for the supply and shall be mutually binding on GCM and the Purchaser. GCM shall not be bound by any terms put forward by the purchaser which are contrary to these General Terms and Conditions, even if no specific objection is made to such terms.
1. Incoterms
The latest edition of the “International Rules for the Uniform Interpretation of Trade Terms” (INCOTERMS) of the International Chamber of Commerce (ICC) shall apply to the terms used in these General Delivery Conditions.
2. Order confirmation
Offers to purchase, where no separate offer to sell has been made by GCM, are not accepted until written confirmation of the order has been received from GCM. Separate written offer and pro forma invoice must be accepted within the time limit indicated in order to be binding on GCM.
For orders, a handling surcharge of DKK 75,- is calculated and included in the shipping price.
3. Place of delivery
Products are delivered ex works. Freight, insurance and shipping costs are paid by the buyer. In the absence of special instructions, the products will be shipped by a mode of transportation chosen by GCM.
4. Price changes
GCM reserves the right to adjust the accepted prices in the event of changes in exchange rates, increases in the price of materials, changes in wages, government intervention or other circumstances beyond GCM’s control.
5. Packaging
Disposable packaging is included in the price and is not refundable in case of return. Reusable packaging is not included in the price, but will be credited to the purchaser on immediate return, carriage paid, in undamaged condition in accordance with GCM’s instructions.
6. Risk
The risk in the products passes to the buyer on delivery. GCM shall not be liable for any damage or loss that may occur during transportation. GCM does not take out transport insurance for the purchaser unless this has been agreed upon separately in each individual case.
7. Terms of payment
The buyer may obtain payment terms to the extent stated in the offer, order confirmation or invoice. If payment is not made in due time, the purchaser shall also pay interest on arrears calculated from the due date at the rate of 2% per month or part thereof. Default interest will also be calculated in the case of deferred payment. The purchaser shall not be entitled to withhold payments or to set off any counterclaims which the purchaser may invoke unless such counterclaims have been accepted by GCM.
8. Retention of title
GCM retains title to the goods sold until full payment has been made.
9. Time of delivery
GCM shall not be liable for delays resulting from circumstances, including but not limited to strikes, lock-outs, work stoppages, transportation obstacles, and delayed deliveries from suppliers over which GCM cannot reasonably be said to have control. In other cases, GCM is only liable in cases of gross negligence.
10. Information
GCM shall only be liable for errors in catalogs, brochures, and other printed material if the buyer was unable to recognize these through due diligence. The buyer must ensure that the above are the latest and updated versions. The GCM shall also not be liable for any misinterpretation of the information contained therein. Written material and drawings which have been supplied to the purchaser but which are not intended for publication may not be disclosed by the purchaser to third parties. Safety instructions provided by GCM to the purchaser must be communicated by the purchaser to its buyer in such a way that the user becomes aware of the instructions. Suggestions, advice, and other services, other than those contained in catalogs, brochures, and other printed material, are used by the purchaser at his own risk.
11. Amendments
GCM reserves the right to make changes to its products without notice, provided that this can be done without changing the agreed technical specifications.
12. Repair free of charge
Within a period of 12 months calculated from the date of delivery of the goods, GCM undertakes to repair or replace, at its option, any such products which, after examination by GCM, prove to be defective due to faulty manufacture, design or materials; the costs of dismantling and reassembly by the purchaser shall not be reimbursed.
If a product is found to be defective within the above-mentioned time limit, it shall be sent to GCM insured and carriage paid, accompanied by a delivery note stating the reason for sending it. The product shall be shipped without any attached parts. GCM will return the reconditioned product and take over replaced parts. The return is paid by the GCM, which also chooses the form of return.
Claims for damages are excluded in all cases; apart from that, GCM has no further obligations.
13. Product liability
The GCM shall be liable for personal injury only if it is proved that the injury was caused by the fault or negligence of the GCM. GCM shall not be liable for any damage to real or personal property occurring while the products are in the possession of the purchaser. Nor shall GCM be liable for damage to items manufactured by the purchaser or to items in which they are incorporated. In addition, GCM is only liable for damage to real and personal property under the same conditions as for personal injury. The total liability of GCM for personal injury as well as for damage to real and personal property shall in all cases be limited to an amount equal to 10 times the selling price received by GCM from the purchaser for each product that has caused damage.
To the extent that GCM may incur product liability towards third parties, the purchaser is obliged to indemnify GCM to the same extent as GCM’s liability is limited under these General Terms and Conditions.
If a third party makes a claim against either party for liability under this Clause, that party shall immediately notify the other party.
The purchaser is obliged to submit to the jurisdiction of the court or arbitration tribunal hearing claims brought against GCM on the basis of damage allegedly caused by the products.
14. Consequential damage
GCM shall not be liable for any direct or indirect damage or loss whatsoever resulting from defects and/or delays in the delivery of the products or arising from product liability, irrespective of the cause of the defect, delay or failure.
15. Complaints
Any claim in respect of defects, late delivery, or product liability must be made or communicated by the purchaser to GCM in writing without delay.
16. Returns
Returns can only take place after agreement with GCM on a case-by-case basis, and returns will only be possible for curable products in undamaged original packaging for which the invoice number is provided. Returns must be made at the buyer’s expense and risk. For such returned products, an administrative deduction will be calculated in the price set by GCM.
17. Rights to software
If the products consist wholly or partly of software, the buyer acquires only a software license in the form of a right to use the software. The purchaser acquires neither ownership nor any other rights to the software.
18. Disputes
Danish law shall apply to the delivery of the products and any dispute arising in connection therewith. GCM shall have the right to decide whether disputes of any kind arising in connection with the supply shall be finally settled by arbitration or by a court of law. In the event that GCM chooses to submit the dispute to arbitration, this shall be done in accordance with the arbitration rules of the International Chamber of Commerce (ICC).
The language of the language must be Danish.
In the event that the GCM opts for judicial settlement, the proceedings shall, at the GCM’s choice, be brought before the courts of the GCM or of the purchaser.
Should any provision of these General Conditions of Supply be wholly or partly invalid, this shall not affect the validity of the remaining provisions.