1. Terms and conditions of sale and delivery shall apply to all purchases from Unibaler A/S. These general terms of sale and delivery shall apply unless specifically derogated from by other written agreement.
Reservation is made at any time for any typing errors or incorrect information which may appear on the website, etc.
Basis for agreements:
2. The contractual basis is solely on the basis of quotations from Unibaler A/S and any order confirmation. Any buyer’s conditions of purchase included in the order confirmation, quotation or that have been communicated in any other way to Unibaler A/S do not therefore form any component of the contractual basis. Amendments and supplements to the contractual basis are only applicable if both Unibaler A/S and the buyer have agreed them in writing.
3. With respect to products, parts and related services that are sold and supplied to the buyer by Unibaler A/S, regardless of any opposing conditions in the contractual basis, c.f. clause 2, Unibaler A/S shall under no circumstances accept liability for losses or damage which can be attributable to use for another purpose or use contrary to the instructions provided by Unibaler A/S. The buyer shall indemnify Unibaler A/S in so far as Unibaler A/S may incur liability for such loss or damage.
Prices, payment and retention of title:
4. Product, parts or services pricing is as shown in the Unibaler A/S price list at the time Unibaler A/S confirmed the buyer’s order, unless otherwise agreed in writing.
5. All prices are excl. VAT, shipping and prepacking.
6. The buyer must pay within 14 days from the invoice date, unless otherwise agreed upon in writing.
7. Retention of title: The sold item remains the property of Unibaler A/S until the entire purchase price has been paid.
8. If the buyer fails to pay the invoice in timely manner because of reasons for which Unibaler A/S is not responsible, Unibaler A/S shall be entitled to payment of interest on the outstanding amount at a rate of 2% per commenced month, from the due date until full payment is made.
9. If the buyer fails to pay a due invoice, Unibaler A/S shall, in addition to its right to charge interest pursuant to clause 8, also have the right to terminate the sale of the products and/or services which have not yet been delivered and to exercise other measures related to breach of contract.
Quotations and order confirmations
10. Unibaler A/S quotation is valid for 4 weeks from the date of the quotation, unless otherwise provided for in the quotation. An acceptance of a quotation that has not been received by Unibaler A/S before the acceptance deadline shall not be binding on Unibaler A/S, unless Unibaler A/S communicates to the buyer that this is the case.
11. The buyer can submit orders for products and spare parts in writing or by telephone. An order must contain the following information: Product name, quantity, price, payment conditions, delivery date, delivery address, billing address and telephone and email address of the contact person and an email address for the invoice.
12. Unibaler A/S endeavours to send the buyer an order confirmation or rejection in writing by email within 3 working days after receipt of the order. Confirmation and rejection of orders must be in writing if Unibaler A/S is to be bound by them.
13. The buyer may not change an order that has been submitted without the written consent of Unibaler A/S.
14. If Unibaler A/S’s confirmation of an order does not correspond with the buyer’s order or the contractual basis and the buyer does not wish to accept the non-corresponding terms, the buyer must notify Unibaler A/S in writing within 3 working days after receipt of the order confirmation. Otherwise, the buyer shall be bound by the contents of the order confirmation.
Delivery and delivery delays:
15. Unibaler A/S delivers all sold products, spare parts and related services at the time indicated in the order confirmation from Unibaler A/S. Unibaler A/S has the right to deliver ahead of the agreed delivery time, unless the parties have agreed otherwise.
16. The buyer must examine all products, spare parts and related services at the time of delivery. If the buyer discovers an error or deficiency about which the buyer wishes to invoke a claim, the buyer shall immediately and no later than 5 days from receipt of the shipment communicate this in writing to Unibaler A/S. If an error or deficiency which the buyer discovers or should have discovered is not notified in writing to Unibaler A/S within this time limit, it cannot be invoked later.
17. As a rule, there is no right to return products unless a specific written agreement has been concluded to permit this.
If agreed in writing that the buyer has a right to return items, all transport costs and any costs to repair damage, scratches etc. to the product shall be at the buyer’s expense.
18. If Unibaler A/S anticipates a delay in the delivery of products, spare parts or related services, Unibaler A/S shall notify the buyer in this regard, and at the same time specify the reason for the delay and state a new expected delivery time.
19. If Unibaler A/S fails to deliver the products, spare parts or related services no later than fourteen days after the agreed delivery time for reasons for which the buyer is without responsibility and delivery is not performed before a reasonable deadline set by the buyer of at least 14 days, the buyer may cancel the order(s) that is/are affected by the delay, without further notice by giving written notification to Unibaler A/S. The buyer has no other rights in the event of delayed delivery.
Errors and deficiencies:
20. Unibaler A/S guarantees that products, spare parts and related services are free of significant errors and deficiencies in design, materials and workmanship for a period of twelve months after delivery. Parts that are replaced under warranty have a warranty period of twelve months from the date of replacement, up to a maximum of 24 months from the original delivery.
21. Unibaler A/S’s warranty does not extend to wear and tear parts such as gaskets and any errors or deficiencies that are due to: (i)normal wear and tear. Waste balers are intended for use for 8 hours a day, 5 days a week at indoor room temperatures that do not exceed 50 degrees C, (ii) storage, installation, use or maintenance that does not conform to Unibaler A/S instructions or general practice, (iii) repair or modifications performed by parties other than Unibaler A/S, and (iv) any other condition for which the Unibaler A/S is not liable. If the baler is used for two daily shifts, the warranty period is reduced to six months and four months for three daily shifts.
22. If the buyer discovers an error or deficiency during the warranty period about which the buyer wants to invoke a claim, the buyer shall immediately communicate this in writing to Unibaler A/S. If an error or deficiency which the buyer discovers or should have discovered is not immediately notified in writing to Unibaler A/S, it cannot be invoked later. The buyer shall provide Unibaler A/S with the information about a notified error or deficiency that Unibaler A/S has requested.
23. Within a reasonable time after Unibaler A/S has notified the buyer in accordance with clause 23 whether an error or deficiency is covered by the warranty.
24. The buyer has no other rights in respect of errors or omissions on the products, parts or related services, such as assembly, commissioning, repair and service of waste balers than those that are expressly set out under "Errors and deficiencies".
25. Each party is responsible for its own acts and omissions in accordance with current legislation, with the constraints of the contractual basis.
26. The current stipulations of Danish law shall apply to product liability. To the extent that nothing else is provided for by statutory legislation Unibaler A/S shall not be held liable for operating losses, lost profits or any other indirect or consequential damage.
27. Limitation of liability. Notwithstanding any opposing conditions in the contractual basis, the liability of Unibaler A/S shall not exceed the price of the waste baler.
28. Notwithstanding any opposing conditions in the contractual basis, Unibaler A/S, to the extent that there are no statutory legal requirements, shall not be liable for operating losses, lost profits or any other indirect or consequential damage.
29. Notwithstanding any opposing conditions in the contractual basis, Unibaler A/S shall not be liable to the buyer for any failure to fulfil obligations that can be attributed to force majeure. Exemption from liability shall apply for the duration of the force majeure situation. Force majeure situations are conditions that are beyond the control of Unibaler A/S and that Unibaler A/S should not have been expected to anticipate when the contract was concluded. Examples of force majeure include unusual natural conditions, war, terrorism, fire, flooding, vandalism and labour disputes.
Intellectual property rights:
30. All intellectual property rights relating to products, spare parts and related services, including patents, design, trademarks and copyrights, are owned in their entirety by Unibaler A/S.
31. If the delivered products or spare parts infringe third-party intellectual property rights, Unibaler A/S shall, at its own expense: (i) ensure the buyer’s right to continue to use the infringing products or spare parts, (ii) change the infringing products or spare parts so that they are no longer in violation, (iii) replace the infringing products or spare parts with products or parts that do not infringe any third party rights, or (iv) buy back the infringing products or parts at the original net purchase price, with a deduction of 10% per year since delivery. The buyer has no other rights in respect of products, parts or related services in case of infringements of third party intellectual property rights.
32. The buyer may not disseminate, use or enable the use by others of Unibaler A/S business secrets or other information, regardless of its nature, which is not publicly available.
33. The buyer must not unduly obtain or attempt to obtain knowledge of or disposal over Unibaler A/S’s confidential information, as described in clause32. The buyer must handle and store information securely to avoid prevent it from accidentally becoming the knowledge of other parties.
34. The buyer’s obligations pursuant to clauses 32-33 shall endure during the trading between the parties and without time limit after the trading has ceased, regardless of the reason why trading was ceased.
Applicable law and jurisdiction:
35. The trading between the parties is in all respects subject to Danish law.
36. Any dispute arising within the context of trading between the parties shall be settled by a Danish court of law.