General sales and delivery terms
lpm production a/s
1. AREA OF APPLICATION Any offers and sales as well as any delivery from lpm production a/s, CVR (Company Reg.) no. 32830080 (hereinafter called “lpm”) to the customer shall take place in
The Terms shall take precedence over the customer’s conflicting terms in the customer’s order, acceptance, terms of purchase and other documents, even if lpm does not object to the customer’s conflicting terms.
2. ORDERS/OFFERS A final and binding agreement between the customer and lpm is only in place once the customer’s written order has been confirmed by lpm via a written order confirmation. In case of discrepancies between the order confirmation and the customer’s order, the order confirmation shall take precedence.
3. PRICES Offers and prices specified in price lists and order confirmations do not include VAT, packaging, postage and other additional fees that are added to the price when invoicing the customer.
4. DELIVERY AND QUANTITES Any delivery time specified by lpm is estimated and hence not binding for lpm, unless a written agreement for a fixed delivery time is in place for the full order or parts thereof.
If a delivery clause has been agreed, this shall be interpreted in accordance with the INCOTERMS in force when the agreement is entered into.
Unless otherwise agreed, delivery shall be “Ex works” lpm’s storage facility in Ølgod, Denmark.
The risk for the accidental loss or damage of the sold goods shall be transferred to the customer upon delivery.
lpm will send a notification when the order is ready to be picked up. If the customer does not pick up the order and if this is not due to conditions caused by lpm, the delivery shall be considered complete at the time when lpm issued the notification that the order is ready for pick up. The order will then be kept at lpm at the customer’s risk and expense. lpm is entitled to charge warehouse rent, costs, etc. for as long as the order is with lpm.
If it is agreed that lpm should ship the goods from the delivery location, the costs of doing so shall be incurred by the customer, unless otherwise agreed in writing, and shipment shall take place at the customer’s risk. In such cases, the customer shall be responsible that the agreed unloading location is immediately accessible via a passable road and that the unloading can take place right away and without the need for extra manpower and material.
lpm reserves the right to deliver within a margin of +/-10% of the agreed total quantity without this constituting a deficiency in the quantity for which lpm is liable.
5 PAYMENT AND PROHIBITION OF SET-OFF Unless otherwise agreed in writing, any delivery shall take place against cash payment and the simultaneous provision of an invoice, and lpm is entitled to withhold delivery until the customer’s payment has been received. In case of late payment, interest on overdue payment shall be charged from the due date on the amount owed at that time. The interest shall constitute 2% per month or part of a month.
The customer may not set off any claims from the purchase price, and the customer may not exercise any right of retention or refuse to pay due to delays, defects/deficiencies or other counterclaims.
If the customer is in breach of payment of the purchase sum for an order or part of an order, lpm can, without incurring any liability, withhold any later orders/parts of orders or prevent the order to be handed over to the customer until the customer’s total outstanding amount to lpm has been paid.
6. CANCELLATION AND RETURNS If the customer cancels an order, the customer is required to indemnify lpm against any losses and any costs that lpm may suffer/incur in connection with this.
Orders cannot be returned.
7. COMPLAINTS AND DEFECTS/DEFICIENCIES Immediately after delivery, the customer must inspect the order for any defects/deficiencies. If the customer realises faults or deficiencies with the delivery, the customer must immediately complain to lpm, specifying the defects/deficiencies in question. If a complaint is not submitted immediately after the defect/deficiency was or should have been realised, the customer waives the right to make a claim in relation to the defect/deficiency.
If the customer has not notified lpm within a period of 12 months that the customer intends to make a claim in relation to a defect/deficiency, the customer may not do so at a later time.
Defective products may not be returned without prior agreement with lpm. The costs of returning defective products shall be incurred by lpm. If, at the time when they are to be returned, the goods are located somewhere other than what was assumed at the time the purchase agreement was entered into, the customer shall incur any additional resulting costs.
In case of defects or deficiencies with the goods, it is up to lpm to decide whether lpm will remedy the defect/deficiency through repairs, re-delivery or by granting the customer a corresponding discount in the agreed purchase price.
lpm’s liability for compensation due to defects/deficiencies shall always be limited to the customer’s direct losses and may never exceed the purchase price that the customer paid for that order, unless lpm is guilty of gross negligence.
Replaced parts are the property of lpm.
8. DELAYED DELIVERY An agreement for a fixed delivery time must be in writing and can only be changed via a new written agreement between lpm and the customer.
In case of delayed delivery, the customer must submit a written claim for delivery to lpm, as lpm must be granted an extra deadline for delivery of at least 5 working days.
If lpm exceeds this extra deadline by more than 5 working days, the customer is then entitled to terminate the agreement with respect to the goods in an order that is affected by the delay, unless the delay is due to lpm’s suppliers or force majeure, cf. point 11.
If the customer chooses to terminate the agreement, the customer is only entitled to reimbursement of any prepayments concerning the delayed part of an order.
lpm’s liability for compensation due to delay shall always be limited to the customer’s direct losses and may never exceed the purchase price that the customer paid for that order unless lpm is guilty of gross negligence.
9. LIMITATION OF LIABILITY lpm’s liability shall always be limited to the customer’s direct losses. LPM is never liable for operating losses, lost profits, lost goodwill, lost utility value, loss of business opportunities, lost savings or indirect losses or consequential damages.
10. PRODUCT LIABILITY lpm’s product liability shall be subject to Danish law with the limitations that are specified in this provision, to the extent that these limitations are not in conflict with mandatory rules of law.
To the extent that lpm is liable for compensation based on product liability, lpm’s liability shall always be limited to the direct losses. lpm is never liable for operating losses, lost profits, lost goodwill, lost utility value, loss of business opportunities, loss of data, lost savings or indirect losses or consequential damages resulting from product liability.
lpm’s total product liability towards the customer shall be limited to DKK 10,000,000 per calendar year.
To the extent that lpm may be subject to product liability due to requirements from third parties, the customer is required to indemnify lpm to the same degree as lpm’s liability to the customer is limited in accordance with these Terms.
If a third party makes a claim against lpm or the customer for compensation on the basis of product liability, the respective party is required to immediately inform the other party of this.
11. FORCE MAJEURE After the agreement is entered into, lpm shall not be liable to the customer when the following circumstances occur and prevent the fulfilment of the agreement: war and mobilisation, uprising and unrest, terrorism, natural disasters, strikes and lockouts, scarcity of goods and goods shortages or delays in the delivery from sub-suppliers, fires, lack of transport options, currency restrictions, import and export restrictions, extraordinary intervention from the government or from EU authorities, epidemics and pandemics, deaths, illnesses or if key staff resigns or other circumstances that lpm is not directly in control of. In such cases, LPM is entitled to postpone delivery until the performance impediment has ceased or, alternatively, to cancel the agreement fully or partially without compensation.
12. PARTIAL INVALIDITY Should a provision in these Terms be or become unenforceable, this shall not affect the validity of any of the other provisions.
13. CHOICE OF LAW AND DISPUTE RESOLUTION The Terms and the agreement between the parties shall be subject to Danish law, with the exception of the conflict-of-law rules in Danish law.
If the customer is based in the EU, Norway, Iceland or Switzerland, any dispute between the customer and lpm shall be settled at the Court of Esbjerg.
If the customer is based outside the EU, Norway, Iceland or Switzerland, any dispute that may arise in connection with these Terms or the agreement between the parties, including disputes concerning the existence or validity of the Terms or the agreement, shall be settled by arbitration at the Danish Institute of Arbitration in Copenhagen, Denmark, in accordance to the relevant rules of the institute that are in force upon commencement of the arbitration case. The language used in the arbitration case must be English.
Regardless of the above, the customer is required to allow legal proceedings to be initiated against them at the court or court of arbitration that is processing a claim raised by a third party against lpm on the basis of product liability.
Valid as from August 1, 2020