General Conditions of
Sales and Delivery

Introduction

The following conditions apply for all quotations, orders, deliveries, etc., unless otherwise agreed in writing or follows from the order confirmation. By accepting a quotation or order confirmation, buyer agrees to be bound by all terms, regardless of any terms in buyer’s communications.

Conditions specified in the buyer’s order, acceptance letters, or alike are not binding unless Bent Tram A/S (in the following Tram A/S) in writing has accepted them.

Quotation and order

Unless otherwise stated, written offers made by Tram A/S are binding for 30 days from the date of the quotation. Tram A/S reserves the right to modify the offer if placed after this period. The prices quoted are exclusive of VAT, duty, and any other taxes and packaging unless otherwise stated in the offer. Tram A/S reserves the right to change the prices in order confirmation if the purchase prices increase more than 5% due to exchange rate changes. 

Orders placed are binding on the issuer. Changes or cancellations according to the order will only be accepted by written agreement with Tram A/S. 

For small orders, a handling fee will be calculated.

Price Policy 

All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at the time of order entry. Orders placed with a future shipment without an agreed price and ship date will be invoiced at the pricing in effect as of the order entry date. We reserve the right to correct clerical errors without notification.

Delivery 

Unless otherwise agreed, the supplies are sold Ex Works (EXW – INCOTERMS 2010) at the Tram A/S warehouse (designated in the order confirmation). The delivery deadlines and dates will be estimated approximately unless a fixed date for the transactions has been expressly agreed. Delivery of up to four weeks after the order confirmation’s indicated delivery shall in all respects be regarded as timely delivery.

The delivery is considered completed from the point in time, where the goods are available Ex Works (INCOTERMS 2010) or upon notifica-tion of readiness for shipment to the buyer.

If Tram A/S becomes aware of the fact that the order will be delayed due to what is agreed, Tram A/S shall notify the Purchaser thereof in writing. The notification shall include a description of measures considered appropriate to recover or limit the delay, if possible, and ad-vise a new delivery date. 

In no case shall Tram A/S be liable for any costs, fees, penalties, damages, or price reductions because of any failure to deliver by any delivery date. The risk of damage to deliveries (goods, services) is transferred to the buyer either the moment of the handover to the buyer or by handover to the first carrier. The buyer is not entitled to cancel the trade unless the delay is significant and exceeds three months. The buyer may not cancel the order if the delay is due to the buyer’s circumstances or force majeure, as instructed under the force majeure clause. 

The buyer is in no case entitled to compensation due to delay. If the buyer does not accept delivery at the time of delivery, including breaches of its collection obligations, Tram A/S is entitled to terminate the agreement, make a compensation claim, and to sell or store the goods at the buyer’s expense. During storage, the goods are at the buyer’s risk.

Returning goods

Delivered goods and packaging cannot be returned without prior written agreement and are not free of charge. By returning the buyer will be charged a fee. Pallets, boxes, and other packaging will not be credited. 

Please note that custom-made products are exempt from refunds due to their custom-made nature.

Payments 

Payments towards Tram A/S are immediately due when the deal has been closed unless agreed otherwise, and all payments must be made as indicated by Tram A/S in the currency of the invoice unless agreed to otherwise in writing. In the event of late payment, the buyer must pay interest on the due amount at a rate of 1,5% per month or part thereof with effect from the due date stated on the front page. In addition, Tram A/S is entitled to charge a reminder fee and claim compensation in accordance with the provisions of the Danish Interest Act.

The buyer is not entitled to use any counterclaim against Tram A/S as set-off and is not entitled to withhold any part of the purchase price on account of counterclaims of any nature.

In case of non-payment, Tram A/S reserves the ownership of the products sold, which allows Tram A/S to take back the mentioned prod-ucts.

Liability for defects

Upon receiving the product, the buyer shall immediately inspect them in accordance with proper business practice. Complaints about de-fects or other visible defects must be submitted in writing within 8 working days of the item being sent from Tram A/S’s warehouse. Other-wise, the buyer is prevented from invoking the defect or imperfection. If the buyer notices or should have noticed a defect but does not make a claim as outlined above, he may not make such a claim at a later stage. 

Limitations of liability 

Tram A/S is only liable for personal injury if the causal connection can be proven, and that the injury is solely due to an error or defect on the part of Tram A/S. Under no circumstances may compensation for personal injury exceed the maximum compensation payable in accordance with current Danish law.  

The responsibility does not cover defects caused by circumstances arising after the risk has gone over to the buyer. Tram A/S’ re-sponsibilities are for example not in effect if the defect is due to poor maintenance, an incorrect installation made by the buyer, changes made without Tram A/S’ written consent or repairs the buyer has made in an erroneous way. Tram A/S’ obligations do not include damages resulting from excessive use or nuisance, nor do they include normal wear and tear or deterioration.

The responsibility does not cover defects caused by circumstances arising after the risk has gone over to the buyer. Tram A/S can also not be held accountable for damage to products manufactured by the buyer or for products for which Tram A/S’ products are used.

Under no circumstances can Tram A/S’ total liability for each loss exceed DKK 5,000,000 in accordance with current Danish law.

Tram A/S’ liability is maximised at the invoice price for the defective item. Tram A/S can under no circumstances be held liable for indirect losses, such as deprivation losses, operating losses, and loss of data. The liability of Tram A/S expires one year after the delivery date.

The buyer is obliged to be sued in the same court/arbitral tribunal that deals with questions about the seller’s product liability.

Protection of rights 

We are always absolutely entitled to the copyrights of all plans, drawings, and all other written technical preparations, estimates of costs, etc. delivered by us, without the need for a special note. All documents and writs of that sort remain our property. Unless otherwise ex-pressed and in the written form agreed to, all rights of inventions, experience, and knowledge, in particular industrial rights, and registra-tions of trademark rights, remain with us. 

The material shall not be copied, reproduced, handed over, or otherwise communicated to the third party without permission. 

Force Majeure 

In cases of force majeure or other unforeseeable, extraordinary circumstances, for which we are not responsible, for example, operational troubles and interruptions due to fire, water, or similar events such as failures of production facilities and machines, late delivery, or deliv-ery shortfalls on the part of our suppliers, and interruptions in operation due to a shortage in raw materials, energy or labor, strike, lockout, pandemic, difficulties in the procurement of transportation means, disruptions or obstructions in traffic, or official intervention, we are – to the extent that the named circumstances prevent us from the timely performance of our obligations –  entitled to postpone the delivery and/or service for the term of the obstruction plus a reasonable start-up time.

As soon as the obstacle has ceased, each of the parties are obliged to follow the agreement, unless Tram A/S has previously terminated the agreement. A delay of more than 3 months entitles each of the parties to terminate the agreement.

Drawings, descriptions, and technical information 

Product information found on our home page, in brochures, advertisements, drawings, illustrations, or any other kind of material is only intended as guidance unless the order confirmation explicitly refers to it. 

Information about weight, dimensions, capacity, volume, load capacity, speed, and other technical data is only binding if agreed in writing.

Applicable law and arbitration

Any disputes arising from or relating to the agreement, including disputes regarding the existence and validity of the agreement, the inter-pretation and application of these terms, and the accordance between the delivery and the agreement, shall be settled under Danish law at the District Court in Aalborg. 

 

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