Purchasing Terms
1. General terms
1.1
These purchasing terms apply to deliveries to INDURA A/S (hereinafter referred to as "the company"). In the event of a conflict between the company's general sales and delivery terms and the supplier's terms of sale and delivery, these general terms shall form the basis for the supplier's terms unless otherwise agreed in writing.
2. Order confirmation
2.1
Order confirmation signed by the supplier must be sent to the company no later than 5 days after receipt of the orders.
3. Delivery
3.1
All necessary documents related to delivery, as specified in the purchase order/order confirmation (invoice, delivery note, certificate of origin, etc.) must be sent to documents@indura.dk before the goods arrive at the company. Certificates must be sent to: Certificate@indura.dk.
3.2
Unless otherwise agreed in writing, delivery shall be DDP (Incoterms 2010) on the day or within the deadline specified in the order confirmation.
3.3
Delivery shall be made to the address specified in the purchase order, unless otherwise
3.4
Along with the delivered goods, a delivery note must accompany that specifies the company's order number and a specification of the delivered items, including quality, quantity, item number, and type.
3.5
In the case of multiple orders, a separate delivery note must be issued for each order, which must accompany the delivery.
3.6
Each unit in a shipment must be labeled with the company's item number, and all waybills must contain the company's order number and be issued to the company.
3.7
Regardless of whether the supplier is responsible for transport to the agreed delivery location, it is the supplier's responsibility to ensure that the goods are properly packaged and suitable for normal transport according to the company's packaging instructions specified in the purchase order/order confirmation.
3.8
If the above conditions are not met, the company reserves the right to reject the shipment.
4. Delay
4.1
In case of delay or expected delay, the supplier must immediately notify the company in writing.
4.2
Unless the supplier can prove that a force majeure situation has occurred, the company is entitled to choose either to maintain or cancel the order. If the company maintains the order, it may charge an amount equivalent to 3% of the contract sum for each week or part thereof that exceeds the delivery time, even if 10% plus damages are in accordance with the general rules of Danish law.
4.3
Regardless of whether the company chooses to maintain or cancel the purchase, the company is entitled to claim compensation for any costs and losses resulting from the delay.
4.4
Without undue delay, the company must inform the supplier whether the purchase is maintained or canceled, regardless of whether delivery has taken place, provided that delivery has taken place after the agreed delivery time.
5. Payment
5.1
Payment terms are the end of the month plus 90 days from receipt of a correct invoice, issued no earlier than on the delivery date, unless otherwise agreed in the purchase order/order confirmation.
5.2
The invoice must be sent to the address specified in the purchase order with an accurate specification of the delivered goods, including both quantity and quality, and with the indication of the company's purchase order number.
5.3
The company reserves the right to reject any invoice that does not meet the above conditions.
6. Warranty
6.1
Effective from the date of delivery, the supplier must provide a 24-month warranty that the delivered goods are free from defects. The supplier must also guarantee that the goods comply with all legal requirements, including environmental and safety standards.
6.2
The supplier must also guarantee that no intellectual property rights, including patent rights, copyright, or other exclusive rights, will be infringed upon in connection with the sale of goods/services to the company and their further processing.
7. Defects
7.1
Delivery is considered defective if it does not conform to the specifications provided by the company or does not meet a generally accepted standard for that type of goods.
7.2
Within a reasonable time after delivery, the company must inspect the goods in accordance with the company's procedures. Any defects found during the inspection must be reported to the supplier within a reasonable time.
7.3
For goods whose functionality cannot be tested before being put to use by the company's customer, quality control must take place when the goods are delivered and used by the company's customer, and the warranty period as per point 6.1 will apply from that time.
7.4
If defects are discovered by the company within the warranty period, the supplier must be notified without undue delay. At its discretion, the company is entitled to fully or partially terminate the agreement, return the goods to the supplier at the supplier's expense, demand repair or replacement at the supplier's expense, and/or claim compensation for damages incurred.
7.5
If the order is not canceled, the company is entitled to require the supplier to deliver defect-free replacement goods or a price reduction corresponding to the defect or deficiency. If a repair or replacement is not carried out to the company's full satisfaction or with undue delay after the company's request has been made, the company is entitled to have the defects repaired at the supplier's risk and expense.
7.6
Payment for the goods does not prevent the company from making claims against the supplier due to defects or deficiencies.
7.7
The supplier is responsible for any costs and losses, both direct and indirect, incurred by the company in connection with defects and deficiencies within the warranty period according to point 6.1.
7.8
In the event of repair or replacement, a new warranty period runs from the time the company's customer accepts the delivery as being free of defects.
8. Confidentiality
8.1
The supplier must not disclose information about the company and deliveries to the company, unless otherwise provided by mandatory legal provisions or information that has become public for reasons not attributable to the supplier. This obligation also applies after delivery.
9. Force majeure
9.1
If timely delivery is hindered or excluded due to war, war-like conditions, mobilization, political unrest, embargoes, fires, strikes, lockouts, natural disasters, etc., which are not caused by circumstances attributable to the supplier, the delivery time shall be extended by a period corresponding to the number of lost calendar days.
9.2
The supplier must immediately notify the company of the cause as well as the expected duration and provide written documentation for the occurring force majeure situation. If delivery is delayed by 30 days due to force majeure, the company is entitled to cancel the agreement in whole or in part, but without claiming compensation.
9.3
The company is entitled to cancel the order in writing if it is subjected to any of the events listed in point 9.1. The same applies if such an event occurs at one of the company's customers to whom the delivery was intended, either wholly or partially, regardless of whether the supplier has been notified of it.
10. Product Liability
10.1.
The supplier must provide an indefinite guarantee that the delivered goods are free from defects that may cause product liability damage. The supplier shall indemnify the company for product liability and losses caused by such defects in whole or in part.
11. Law and Jurisdiction
11.1
Any dispute that may arise regarding the delivery or the agreement between the parties is subject to Danish law, including the Convention on International Sale (CISG). This also applies in cases where the supplier is located outside Denmark.
11.2
The venue for lawsuits brought by the supplier against the company shall be the Court in Aarhus.
11.3
The venue for lawsuits brought by the company against the supplier shall, at the company's option, be the Court in Aarhus or the court where the supplier is located.
11.4
If a lawsuit is brought against the company, or a dispute with the company is submitted to arbitration in cases related to deliveries made by the supplier, including cases of product liability, the supplier - if the company so wishes - must accept such litigation or arbitration.
12. Code of conduct
12.1
The supplier is at all times obliged to comply with the company's Code of Conduct. The applicable Code of Conduct at the time of placing the order can be found at www.indura.dk.
12.2
The supplier is obliged, upon request from the company, to sign the Supplier Code of Conduct and return it duly signed to the company.
12.3
The company is entitled to amend the Supplier Code of Conduct with a notice period of 3 months. Notification of the change to the Supplier Code of Conduct will be made by email, or if no email is available, by regular mail.
Subject to any errors and changes.