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General Terms & Conditions

General

Where nothing to the contrary is contained in the purchase order or otherwise agreed in writing between the parties, the conditions stated below are to govern all supplies of goods and services to Scandlines, and affiliated companies (hereinafterthe Buyer).

Any general conditions of the supplier, which appear as a part of the sales documents, will not be considered. This shall apply irrespective of when these are presented.

Order confirmation

As valid confirmation of order a written confirmation is required, e.g. executed by returning a copy of the Buyers purchaseorder duly signed by the supplier as acceptance of conditions.

Submission of Purchase Orders

Irrespective of what is stated under the heading ‘Order Confirmation’, both buyer and seller shall accept, that purchase orders with binding effect can be submitted electronically. The General Terms & Conditions shall also apply to purchase orders being submitted electronically. Should the seller wish to refuse an electronically submitted purchase order, such refusal must take place in writing not later than 3 days after receipt of the purchase order.

Delivery

The supplier is obliged to deliver in compliance with the conditions/descriptions stated in the purchase order. Delivery may at the earliest take place 8 days prior to the delivery date stated in the purchase order. Deviations are not accepted without prior written acceptance by the Buyer. Deliveries shall be in accordance with INCO terms 2010 code C&F at the delivery address designated by the Buyer.

The date of delivery stated in the purchase order must be strictly adhered to.

The supply is considered delivered when it has arrived at the place of delivery and is acceptable to the Buyer. In the event that the Buyer finds the supply to be in non compliance with the specifications as stated in the purchase order, or of a non satisfactory quality, the Buyer may return the supply for the account and risk of the supplier for credit in full for all costs incurred, including, but not limited to, costs for temporary storage, packaging, handling and transportation.

Force Majeure

In the event that timely delivery is hindered or prevented as a result of war, mobilization, import prohibition, fire, explosion,strike, lockout, natural disasters and lasting failure in supplies of energy, the delivery shall be postponed with a period equal to the duration of the delaying condition.

Under such circumstances it is the responsibility of the supplier to take immediate and effective steps to, with all possiblemeans, to overcome the delay or to reduce the effects to the greatest extent possible.

The supplier is obligated to notify the Buyer, within 24 hours of becoming aware of hindrance, in writing, by advising reasonand nature of occurrence and expected duration, as well as provide the buyer with satisfactory documentation of the occurrence. The supplier is obligated to notify Buyer when the hindrance actually has ended.

The supplier is furthermore obligated to, on the recommendation of the Buyer, to make purchases and/or make such changes that may eliminate or reduce the delaying effect.

Terms of payment

Terms of payment current month plus 35 days after delivery and date of invoice.

Any amounts that the Buyer may demand as a result of the supply or relations with the supplier may be deducted from the Buyers payment to the supplier.

Price conditions

All prices are stated in Danish Kroner (DKK) exclusive of VAT, unless otherwise stated in the purchase order. All prices are firm and cannot be changed. Any adjustment of prices due to changes in the costs incurred by the supplier, and/or currency fluctuations, will not be accepted without prior written acceptance by the Buyer.

Scandlines – Terms & Conditions for Purchase – version 2015-09-14 2

If the purchase order contains agreements on price and/or currency adjustments it is the responsibility of the supplier to provide satisfactory documentation for such demanded adjustments.

Defects and warranty

The supplier warrants that the supply is in compliance with the specifications laid down in the purchase order.

The warranty is valid for 18 months, calculated from the date of delivery, or 12 months from date of commissioning, whichever comes first for new equipment or component. After repair the warranty covers 6 months from date of commissioning.

The warranty covers all aspects of design, material, supplies, workmanship and packaging.

If the Buyer has refused acceptance of a supply, the supplier shall, on demand of the Buyer, replace such refused supply. If such replacement is not carried out without delay, the Buyer may purchase replacement from a third party for the account and risk of the original supplier. Buyer’s access to examine the supply, materials, components or parts hereof is without prejudice to the rights of the Buyer as described herein.

If, within the warranty period, defects or shortages in the supply are discovered, the supplier must, without any extra charges whatsoever, rectify such situation. It is in the option of the Buyer whether the supplier must replace the defects by his own arrangement, or whether the supplier shall supply the Buyer with replacement parts in order to have the repairs carried out at the expense of the supplier. Irrespective of Buyers choice there shall be no extra charges incurred for the account of the Buyer. If the required action is not taken by the supplier without delay, the Buyer may have the necessary corrective action taken for the account of the supplier. If the defect or shortage is substantial in quantity or quality, the Buyer may, at his option, cancel the purchase entirely, without any charges what so ever.

For supplies, or parts thereof, made as a consequence of earlier defects or shortages rectified under the suppliers warranty,the above stated conditions shall apply for a period of 18 months from the date of delivery, or 12 months from
commissioning, whichever comes first, for such replacement supplies.

Product liability

The Danish legislation, in conjunction with the EU legislation, shall apply in general for all supplies made to the Buyer.

In the event that a third party makes demands under reference to product liability against the Buyer or the supplier, the party in question shall without hesitation notify the other party in writing to this effect.

The supplier shall be obligated to accept suit at the court or arbitrating entity which is handling the demands for compensation against the Buyer, and which, by the Buyer, are said to be caused by the supply of the supplier.

The supplier can not renounce liability from the above in conditions of sale, tender documents, order confirmations or any other documents related or unrelated to the transactions between Buyer and supplier.

Disagreements and governing law

 Any disagreement that may occur as a result of the transactions between Buyer and supplier shall be settled amicably. If this fails all disagreements shall be settled by the Naval-and Merchant Court in Copenhagen, Denmark.

All transactions between the Buyer and the supplier shall be governed by the laws of the Kingdom of Denmark.

Penalty

If delivery is not made at the required time, the Buyer may demand payment of penalty, unless such delay is caused by theBuyer or by force majeure.

Penalty amounts to 0,5% per commenced week of delay, but maximum 10% of the total order value.

Ethics

All goods and services delivered to Buyer must be produced with lowest possible impact on environment and people. All goodsand services must be provided in accordance with the principles of Scandlines’ Supplier Code of Conduct
(http://www.scandlines.com/about-scandlines/supplier/compliance.aspx), which is hereby incorporated by reference and in its form as applicable from time to time forms an integral part of the General Terms & Conditions or any other delivery agreement.


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