HydraSpecma A/S

Terms and conditions

Terms and conditions of sales and delivery

for HydraSpecma A/S (hereinafter ”the Company”)

1.0 Introduction/Application

The ordinary terms and conditions of sales and delivery stated below apply to the extent that no other written agreement has been entered. The buyer’s terms and conditions of purchase do not apply unless they have been accepted in writing by the Company. Deliveries will be affected in accordance with NL 01 subject to subsequent amendments and additions. In the event of any doubts as to construction, these terms and conditions will prevail.

2.0 Product information, Consultant’s liability

The following wording will be added to NL 01, clause 2:

Advice and guidance from the Company is to be considered solely as guidance on the performance of the product. The final use of the product delivered by the Company depends solely on the client’s own decisions on design and construction. Delivery of an assembly of components which in combination may constitute a function is considered a delivery of single components unless otherwise agreed in writing whit the Company. Use of the product in connection with design and construction of machines in compliance with the Machinery Directive 2006/42/EC must be based on a risk assessment carried out by the machine manufacturer. Reference is made to MD Guideline § 35 and others. Use of the product in connection with repair or modification of machines which are already in operation must be based on a risk assessment carried out by the machine manufacturer in compliance with the procedures af Directive 2009/104/EC (in Denmark ABEK 1109 §14).

The Company assumes no other liability, unless the Company has rendered separate written advice to the buyer in the form  of the preparation of projects or actual calculations or the submission of separate statements concerning the fitness for a stated purpose to the buyer that cannot be assumed to possess the expert knowledge required within the area to assess independently the issue concerning the fitness of the product in question. The Company’s liability cannot exceed DKK 100,000 in the event of erroneous advice. The Company is not liable for statements made provided that it is clearly indicated that they are based upon estimated evaluation or assessment.”

3.0 Prices and offers

Unless otherwise agreed, the Company’s price lists in force from time to time apply. All prices are exclusive of VAT and/or other public duties. The prices are subject to increases in the prices charged by sub-suppliers as well as changes in public duties, customs tariffs, foreign currency exchange rates, raw material prices and freight costs.

An offer remains in force for 30 days after the submission of the offer. The Company is not bound by an offer submitted until the Company has accepted the buyer’s order in an order confirmation. When confirming an order that is to be delivered on a date further into the future than 90 calendar days, the company has the right to add any price increase that may be implemented from our suppliers in the period from the placement of order to delivery.  

4.0 Delivery

The following wording is added to NL 01, clause 9:

”Delivery is effected Ex Works the Company’s address; thus, any shipment from the Company’s address will be effected for the buyer’s account and risk.”

5.0 Payment

NL 01, clauses 17 and 18, 1st paragraph, are deleted and replaced as follows:

”The Company’s terms of payment are as stated on the invoice. In the event of payment after the due date, the Company is entitled to charge interest of the amount due from time to time as from the due date at a rate of 1.5% per month.”

6.0 Return of goods

The return of goods are only accepted when accompanied with our Return document, provided the goods are being returned in their original condition. The Return document shall be obtained by filling in the Return form on our website, afterwards you will receive the Return document.

The Company reserves the right to make deductions in respect of costs of return. There is no right return of non-stock items or manufactured goods. For further information, please see our website www.hydraspecma.com

7.0 Construction changes

The Company reserves the right to perform - prior to delivery and without prior notice being given to the buyer in this respect - such changes to the construction, design, etc. that the Company may deem necessary. In the event of such changes, the purchase can be cancelled provided that the buyer can prove that the construction, design, etc. was in fact a presupposed condition for the purchase.

In the event of such cancellation, the buyer may claim damages for losses at a maximum of 15% of the agreed purchase price. The Company cannot in any instances be held liable for operating losses, loss of profits or other financial consequential losses.

8.0 Liability for defects

NL 01, clauses 21 - 34, shall apply with the following amendments:

- Complaints concerning short delivery or other visible defects must be submitted within 8 days of receipt of the delivery. Failure to do so will result in the buyer being precluded from setting up a claim for such defects.

- The Company’s duty to perform repairs with the buyer, cf. NL 01 clause 26, applies only in the event that the place of destination stated in the agreement – or if no such place is stated – is Denmark, excluding the Faroe Islands and Greenland. As regards deliveries for which the place of destination or the place of delivery, respectively, is in another country, the buyer is obliged to refund the Company for any additional costs that may be incurred as a result such the place of destination

or place of delivery being outside of Denmark, unless otherwise specifically agreed between the parties.

- Any claims submitted in pursuance of NL 01 clause 32 (a) may not exceed

15% of the agreed purchase price.

8.1 Complaints handling

The return of goods is only accepted when accompanied with our Return document.

The Return document shall be obtained by filling in the Complaint form on our website, afterwards you will receive the Return document. If a replacement is wanted, while the complaint is pending, the costumer will be charged for the item and the cost of shipping it. For further information, please see our website www.hydraspecma.com

9.0 Liability for damage caused by the goods (product liability) NL 01, clause 35, is deleted and replaced as follows:

9.1 In the event that a delivery from the Company causes damage, the Company will be held liable for personal injury provided that it can be proved that the damage was due to errors or omissions on the part of the Company.

9.2 The Company is not liable for damage caused by the material

1. a) to real property or movables or to the consequences of such damage that may occur while the material is in the possession of the buyer;
2. b) to products manufactured by the buyer, or to products in which the material is a part, or for damage to real property or movables that these products cause due to the material.

9.3 The Company cannot in any instances be held liable for operating losses, loss of profits or other financial consequential losses.

9.4 In the event that the Company may incur product liability to third parties, the buyer is obliged to hold the Company harmless to the same extent that the Company’s liability is restricted in pursuance of the three preceding clauses.

In the event that a claim is advanced by a third party against one of the parties for damages in accordance with this clause, the party must immediately inform the other party thereof.

The Seller and the buyer are mutually obliged to let themselves be summoned to appear before a court of justice or an arbitration tribunal that considers claims for damages filed against either party in respect of damage or losses allegedly caused by the material. The mutual relations between the buyer and the Company, however, shall always be settled in compliance with NL 01, clause 39, cf. clause 11 below.

10.0 Force majeure

NL 01, clause 38, is deleted and replaced as follows:

” If an event as provided for in clause 36 occurs, the Company’s time of delivery is extended with a period of time corresponding to the duration of the impediment in question. However, both parties are entitled to cancel the agreement by written notice to the other party, when the performance of the agreement will be prevented for a period exceeding 6 months due to an event as provided for in clause 36.”

11.0 Disputes

NL 01, clause 39, is deleted and replaced as follows:

” Disputes arising out of agreements or offers or any other document in conjunction therewith will be settled by an ordinary court of justice at the Company’s venue or by the Maritime and Commercial Court / Supreme Court at the discretion of the Company.”