1.0 General
All deliveries are made on the basis of the following terms and conditions, unless another agreement has been entered into in writing. Any deviations from these sales and delivery terms specified in the buyer's order are invalid, unless there is written consent from ab Aluminium. When submitting a written agreement by electronic mail, the date on which the email was sent from ab Aluminium applies.
2.0 Quotations
A written offer from ab Aluminium is valid for 1 month from the date of the offer, unless otherwise stated. The Buyer's acceptance of the offer shall be received by ab Aluminium by the end of the acceptance period, which, for quotations sent by electronic mail, is calculated from the time of receipt by ab Aluminium.
3.0 Orders
An order is binding when the order confirmation from ab Aluminium has been received by the buyer. If the buyer has objections to the contents of the order confirmation, these must be made in writing and received by ab Aluminium no later than one week after the date of the order confirmation. ab Aluminium shall not start production until there is agreement about the order confirmation. In case of disagreement about the contents of ab Aluminium’s order confirmation, the buyer has been made aware that ab Aluminium shall not start production of the buyer's order until an agreement has been reached.
Reordering of items/orders requires a new order confirmation. If there are changes to the design compared to previous orders, it is the responsibility of the buyer to indicate the changes in the plans and state the changed revision status on this. If no revised plans are provided when re-ordering, delivery of items according to the original plans shall be considered as contractual delivery.
4.0 Prices and delivery
Agreed prices are excl. VAT. Sales are ex-factory (Incoterms 2020, EXW) unless otherwise agreed in writing. Should the buyer request that ab Aluminium contracts with the carrier, this does not change the transfer of risk in accordance with Incoterms 2020, EXW. ab Aluminium reserves the right to increase the sales price offered should there be subsequent price increases for materials, transport, energy etc.
5.0 Payment and retention of title
In order to be considered timely, payment must be made within 20 days from the invoice date unless otherwise agreed in writing with ab Aluminium. ab Aluminium reserves the right to change the terms of payment in the event that information emerges indicating that the buyer's ability to pay is impaired. Any delay in payment gives ab Aluminium the right to withhold further delivery and ab Aluminium is free of any contractual obligation when the withholding of delivery has been communicated to the buyer in writing. Payment after the due date will result in a 2% interest rate on the overdue payment per month or part therefore, calculated from the due date of the payment.
Unless otherwise agreed, ab Aluminium is entitled to deduct payments from any other claims ab Aluminium may have against the buyer.
The right of ownership for any orders delivered remains with ab Aluminium until the payment has been received for the delivery.
6.0 Delivery time
The delivery time is determined on an individual basis and appears in ab Aluminium’s written offer or order confirmation. The delivery time is calculated from the date of ab Aluminium’s order confirmation, but no earlier than the time when ab Aluminium receives all specifications, including approved plans indicating measurements and dimensions. If these specifications have not been received when the order confirmation is sent, the delivery time shall be calculated from the time when ab Aluminium receives all the information mentioned above. Any specially agreed requirements must appear on the order confirmation. When sending via electronic mail, the date of receipt by ab Aluminium is the crucial factor.
An agreement regarding delivery in accordance with the buyer’s specific terms, e.g. quantity and delivery time for partial deliveries, must always be made in writing and accepted in writing by ab Aluminium. If no written acceptance exists, ab Aluminium is entitled to cancel the purchase for the remaining delivery. In such cases, delivery will be made at a time specified by ab Aluminium. If no delivery time has been agreed, ab Aluminium shall state the delivery time as soon as possible after receipt of the buyer's waiver or specification. Any delay in delivery does not entitle the buyer to damages of any kind. A buyer’s preference for partial delivery shall not postpone billing and payment dates, unless otherwise agreed in writing.
7.0 Scope of the delivery
ab Aluminium is entitled to over or under deliver up to 10% of the quantity ordered, unless otherwise agreed in writing. Over/under delivery within the indicated range has no implications on cost. If ab Aluminium and the buyer have agreed on special sections, and if said special sections are warehoused at ab Aluminium, these must be collected within 6 months, after which ab Aluminium has the right to invoice the buyer for the remaining quantity.
8.0 Tolerances
An order confirmation is subject to the buyer specifying tolerances of measurements, dimensions, standards, etc. in writing on the plans, cf. 6.0.
9.0 Tools
If it is necessary to manufacture tools for the production of the buyer's order, the tool costs will be charged to the buyer, regardless of order quantity. The tools are designed as part of ab Aluminium’s equipment and remain the property of ab Aluminium unless otherwise agreed in writing. In any case, tool parts are only a share of the total cost of manufacturing the tools. The buyer therefore only pays for the right to have products manufactured using the tools.
10.0 Seller's liability and Buyer's obligations
ab Aluminium is not responsible for a delivery to a buyer being suitable for the intended purpose. Nor is ab Aluminium responsible for advice given to the buyer in connection with the preparation of plans or project design.
All deliveries from ab Aluminium are subject to EXW (according to Incoterms 2020) unless otherwise agreed.
Any complaints must be reported to ab Aluminium in writing immediately upon the buyer's receipt of the goods. Where ab Aluminium is responsible for the complaint, the buyer's remedies are limited to claims for replacement upon return of the damaged goods, if ab Aluminium prefers this. If the claimed defect is due to deviations in quantity, the buyer is only entitled to follow-up delivery. If ab Aluminium is not able to offer replacement or follow-up delivery, the buyer is entitled to a refund of the purchase price upon return of the defective delivery to ab Aluminium, cf. 12.0.
11.0 Limitation of liability
ab Aluminium is not liable for failure to comply with its delivery obligations if the reason for this involves circumstances beyond ab Aluminium’s control, including failure or delay in delivery from ab Aluminium’s suppliers or other delivery obstacles, including force majeure. Force majeure includes (but is not limited to) the following circumstances at ab Aluminium or its suppliers: Natural disasters, war, civil unrest, mobilisation, shortage of raw materials, epidemics, failing transport options, import or export bans, currency restrictions or shortages of labour or any other event that prevents or limits the usual production, strikes, lockouts, fire or other damage to the seller's production facilities. In case of delivery obstacles covered by this provision, ab Aluminium has the choice to either cancel the contract or any part thereof, or deliver as soon as the obstacle preventing normal delivery has been removed, without the buyer being able to claim compensation for this. ab Aluminium’s responsibility shall never include any of the buyer's direct or indirect costs, just as ab Aluminium’s liability shall never exceed 15% of the value of the delivered order, unless there is significant gross misconduct on the part of ab Aluminium.
ab Aluminium is not liable for the buyer’s direct or indirect loss caused by either late or defective delivery.
12.0 Returns
If ab Aluminium accepts a delivery as defective, the return of this delivery shall be at ab Aluminium’s risk and expense, provided that the buyer complies with ab Aluminium’s instructions for packaging and shipping. Returns must be returned to ab Aluminium in their original and undamaged packaging. In the event that the original packaging is damaged or destroyed, it is the buyer's obligation to ensure proper packaging and packing. Returns must be made via the same shipping method as the one used by ab Aluminium to deliver the purchase. If the delivery is not returned in the manner prescribed by ab Aluminium and if, as a result, the delivery is damaged, the buyer's objections over defects are voided, just as the buyer becomes obliged to pay for transport to the seller.
13.0 Cancellations and changes
The buyer is not entitled to cancel or change a pending order unless ab Aluminium exceptionally agrees to this in writing. In the event that ab Aluminium accepts a cancellation or change, the buyer must compensate ab Aluminium for additional costs and losses from the cancellation, with an amount equal to at least 10% of the agreed purchase price, excl. VAT. Should ab Aluminium not accept a cancellation or change in writing, the buyer is obliged to submit to ab Aluminium as if the order had been duly fulfilled, and thus pay the agreed purchase price with a deduction of the costs saved by ab Aluminium.
14.0 Product liability
ab Aluminium A/S is covered by statutory product liability insurance in Europe. ab Aluminium shall in no case be liable for any operating loss, loss of profit, direct or indirect damage or other consequential losses. Any non-statutory product liability developed in accordance with the Danish Law of Torts is thus expressly excluded.
15. Choice of law and venue, partial invalidity, etc.
Any dispute concerning deliveries from AB Aluminium A/S are decided by the Court of Holstebro as the agreed venue. This also applies to deliveries exported abroad. The rules of Danish law are agreed to be in force, with the exception that the Convention on Contracts for the International Sale of Goods (CISG) does not apply to the extent that this can be agreed, which includes reservations regarding entry into contracts, etc.
16. Exemptions and the requirement for written communication
Any deviation from these terms and conditions shall be in writing and agreed upon before the order confirmation is sent from ab Aluminium to the buyer. The Buyer’s mere communication that one or more points cannot be accepted shall not be considered an agreement between the parties. Any agreement between the parties must be made in writing or unconditionally evidenced in writing. The sending of electronic mail is also considered as ‘in writing’, where all times shall be calculated from the receipt by, and sending from, ab Aluminium.