1.    General

 

1.1.    The following terms of sale and delivery (hereinafter the "terms") apply entirely to all deliveries and agreements on the purchase of products and/or services from PLAST-LINE A/S, CVR no. 27 51 25 85 (hereinafter "PLAST-LINE A/S") to a recipient (hereinafter the "customer") of deliveries, products or services from PLAST-LINE A/S. If the terms are used for single deliveries, according to order or agreement, the terms also apply to all future deliveries whether or not the terms appear from future contractual documents.

1.2.    The "product" means the product or service ordered by the customer from PLAST-LINE A/S and delivered by PLAST-LINE A/S.

1.3.    The terms are deemed to be accepted by the customer when placing the order whether or not the order is placed on the basis of a quotation of PLAST-LINE A/S.

1.4.    The terms apply notwithstanding the customer's submission of or reference to its own terms of purchase, general terms, etc. PLAST-LINE A/S only accepts the customer's terms of purchase, general terms, etc. which are in conflict with or deviate from the terms of PLAST-LINE A/S if PLAST-LINE A/S has expressly given its consent to this in writing. This also applies in the event where PLAST-LINE A/S has not expressly objected to the customer's submission of the customer's own general terms.

 

2.    Quotation and order

2.1.    Quotations are given without any obligations and subject to prior sale.  The prices stated in the quotation are exclusive of VAT and any fees, charges, etc. PLAST-LINE A/S reserves the right to adjust price lists, quotations and catalogue material without notice. Prices included in a quotation from PLAST-LINE A/S are valid for eight days, after which date the prices lapse if no final agreement has been made between PLAST-LINE A/S and the customer.

2.2.    Any measures and other technical specifications stated in quotations or catalogue material are of an indicative nature, for which reason PLAST-LINE A/S shall not undertake any responsibility for errors in this material. Information of a technical nature can never be assumed to be a guarantee provided by PLAST-LINE A/S.

2.3.    Quotations shall be accepted by the customer without reservations before the deadline specified in the quotation submitted. The acceptance sent by the customer is, however, only binding on PLAST-LINE A/S when PLAST-LINE A/S submits a final order confirmation.

2.4.    After PLAST-LINE A/S has sent an order confirmation to the customer, the customer is not entitled to change or cancel the order.

 

3.    Prices, price adjustments and price reviews

3.1.    All prices stated by PLAST-LINE A/S are exclusive of VAT, freight, packaging costs, fees, etc. 
3.2.    The prices specified in catalogues, quotations, etc. are only indicative and may from time to time be adjusted by PLAST-LINE A/S until a final order confirmation has been sent to the customer by PLAST-LINE A/S.

3.3.    If a discount rate has been agreed, such discount rate only applies to the actual product or service to be delivered by PLAST-LINE A/S. Thus the agreed discount rate does not apply to additional services, transport, delivery or other expenses and fees, etc.

3.4.    If customs, taxes or the exchange rate of DKK increase after the conclusion of the agreement, but before delivery has taken place, PLAST-LINE A/S is entitled to increase the price correspondingly. Notification to that effect shall be made before delivery of the products and services covered by the parties' agreement.

3.5.    If the price adjustments exceed the price specified in the order confirmation from PLAST-LINE A/S by more than 15%, the customer is entitled to rescind the agreement as regards the products influenced by the price adjustment if PLAST-LINE A/S chooses to maintain the price adjustment after receiving the customer's objection. The customer's right to rescind the agreement can only be exercised for a period of one week from the time it must be assumed that the notification made by PRICE-LINE A/S about the price adjustment has reached the customer. If the deadline for objections is not complied with, the price adjustments are binding on the customer.

 

4.    Terms of payment

4.1.    Payment must be made within eight days from the invoice date unless otherwise expressly agreed in writing between the parties.

4.2.    Any costs related to making the payment are the customer's responsibility and of no concern to PLAST-LINE A/S.

4.3.    Claims due and unpaid claims carry interest at 2% per month or part thereof calculated from the due date as well as a compensation amount of DKK 310.00 (EUR 40.00) as a result of non-compliance with the specified terms of payment. The customer is liable for damages for any loss, without exemption, that PLAST-LINE A/S may sustain as a result of the customer's non-compliance with the due date specified in the invoice or other agreements.

4.4.    The customer has no right of set-off of any kind regardless of the reason unless PLAST-LINE A/S has given express and written consent to the off-setting being made.

5.    Terms of delivery and passing of risk

5.1.    Delivery takes place Ex-Works (EXW) (Incoterms 2020) unless otherwise agreed in writing. The customer is responsible for taking out insurance during transportation unless any other delivery clause has been agreed in writing.

5.2.    All delivery dates are estimated, and PLAST-LINE A/S cannot be held liable for the customer's loss as a result of minor delays.

5.3.    PLAST-LINE A/S is entitled to make partial shipping and delivery before the estimated delivery date. All partial deliveries are considered individually completed orders.

5.4.    If the customer does not accept the order when the delivery date occurs, the risk also passes to the customer despite non-delivery and despite the products delivered still being in the possession of either PLAST-LINE A/S or a third party.

5.5.    The customer shall follow all instructions given by PLAST-LINE A/S in connection with an order or a delivery. The customer shall, moreover, obtain all relevant documents required for the purpose of refunds or state grants, including i.a. other documents related to exportation or importation from EU member states and/or other countries if PLAST-LINE A/S should so request. The customer is obliged to indemnify PLAST-LINE A/S from and against all expenses and losses related to the customer's breach of the above obligation. 

5.6.    PLAST-LINE A/S reserves the right to impose on the customer administrative fees in connection with orders or deliveries, including futile transportation, special packaging, unjustified complaints, unjustified return or refusal to receive the products at the time of delivery and other, similar matters.

5.7.    Should PLAST-LINE A/S fail to deliver on an agreed delivery date or within an agreed delivery period, the customer is entitled to determine a reasonable additional deadline for delivery, in writing. If the customer intends to cancel the agreement with PLAST-LINE A/S if delivery does not take place before the additional deadline determined by the customer, the customer must expressly point this out in writing. Should the customer fail to inform PLAST-LINE A/S expressly in writing that the cancellation right will be invoked in the event of repeated delays, the right of cancellation shall lapse as a remedy for non-performance for the customer.

 

6.    Quality

6.1.    PLAST-LINE A/S strives to deliver the product in the agreed quality. If nothing is agreed about the quality to which the delivered product must conform, the product will be delivered in a quality corresponding to the standards existing within the industry of PLAST-LINE A/S.

 

7.    Retention of title and provision of security

7.1.    PLAST-LINE A/S retains title to the goods delivered until all of the customer's outstanding amounts owed to PLAST-LINE A/S have been paid, including interest and fees as well as compensation amounts.

7.2.    The goods sold can always be taken back from the customer. Should the customer refuse access to the goods sold to which PLAST-LINE A/S retains title, the customer is liable in damages for the loss that PLAST-LINE A/S may suffer as a result thereof.

7.3.    PLAST-LINE A/S is always entitled to demand appropriate provision of security for its total outstanding amounts, payment of the purchase price or costs in connection with the agreement.

 

8.    Defects, duty of inspection and complaints

8.1.    The customer is obliged to make a thorough inspection of the order immediately upon receipt to check the products delivered for errors or defects or to check whether the products delivered are in compliance with what was agreed with PLAST-LINE A/S.

8.2.    If the customer detects an error or defect in the products delivered, or if the customer ascertains that the products delivered are not in compliance with the agreement concluded with PLAST-LINE A/S, the customer must immediately make a complaint in writing. The complaint must be accompanied by proper documentation of the existence of the defects and an actual specification of the errors and defects on which the customer relies.

8.3.    If the customer fails to complain immediately after having detected such non-compliance, error or defect, or if the complaint is not in accordance with clause 8.2, any of the customer's remedies for breach shall lapse. 

8.4.    The right of complaint for errors and defects or non-compliance as stated in clause 8.1 shall lapse 14 days after delivery has taken place.

8.5.    If errors and defects or non-compliance are ascertained as stated in clause 8.1, and if a complaint has been made from the customer in due time, PLAST-LINE A/S is entitled, at its own discretion, to (i) make a replacement delivery or (ii) remedy these defects by making adjustments, repairs or whole or partial substitution or replacement delivery at the choice of PLAST-LINE A/S. In such case, the customer is not entitled to cancel the agreement or invoke other remedies for breach.

8.6.    PLAST-LINE A/S is thus also entitled to make a replacement delivery, supplementary delivery in case of shortage or remedial action after the agreed delivery time regardless of whether such replacement delivery, supplementary delivery or remedial action may incur costs and/or inconvenience on the part of the customer.

8.7.    If PLAST-LINE A/S fails, within 20 working days after receipt of the complaint, to inform the customer of when and if replacement delivery or remedial action will be made, the customer is, however, entitled to cancel the agreement. However, cancellation can only be made by the customer as regards the defective or faulty products or the products that are not in compliance with what was agreed with PLAST-LINE A/S.

 

9.    Damages and liability, including limitation of liability

9.1.    The products of PLAST-LINE A/S comply with the legal requirements applicable in Denmark at the time when the agreement is concluded. PLAST-LINE A/S shall not be liable for the product's compliance with legal and administrative requirements or restrictions or other form of legislation, standards, etc. in the country of delivery or in the country where the product is used, if the requirements are not the same as in Denmark, and PLAST-LINE A/S undertakes no risk or liability thereof.

9.2.    The customer shall be liable that all legislation and regulations are complied with in case of importation of products from PLAST-LINE A/S to countries other than Denmark. The customer is thus liable that legislation and regulations are complied with in case of cross-border trading in connection with subsequent procedures, including marketing, distribution, sale, processing and use of the product.

9.3.    PLAST-LINE A/S cannot be held liable for or be obliged by material changes or modifications that the customer performs on the product without the prior acceptance of PLAST-LINE A/S.

9.4.    Furthermore, PLAST-LINE A/S cannot be held liable for any defects and/or damage if such can be attributed to the customer's inappropriate or incorrect use of the product, and in no event does PLAST-LINE A/S undertake project liability of any nature regardless of whether PLAST-LINE A/S has been made aware of the project before delivery of products for the project.

9.5.    If it has been attempted to change, modify or repair the product without the prior acceptance of PLAST-LINE A/S, or if the product has been used erroneously, the right to complain and any agreed guarantees will cease to exist.

9.6.    PLAST-LINE A/S is not liable for direct losses of any nature, including, but not limited to, operating losses, loss of profit or other financial consequential losses.

9.7.    To the extent that PLAST-LINE A/S may be held liable in damages, the damages to the customer cannot exceed 15% of the purchase price for the defective or delayed part of the delivery.

 

10.    Product liability

10.1.    The mandatory Danish rules of law on product liability in force from time to time apply in the contractual relationship between the parties for any damage covered by the legally or non-legally prescribed rules on product liability.

10.2.    PLAST-LINE A/S can only be held liable for personal injury caused by a product if it is established that the personal injury is ascribable to the said product.

10.3.    In no event is PLAST-LINE A/S liable for any indirect losses, including i.a. operating losses, loss of profits or other financial, consequential losses, including also damage as a result of product liability damage.

10.4.    The customer is obliged to hold PLAST-LINE A/S harmless for all expenses, losses, obligations, damage and costs that may arise as a result of personal injury or the death of a person, or from damage to or loss of property related to the customer's actions or omissions which a third party may present to PLAST-LINE A/S.

 

11.    Warranty

11.1.    PLAST-LINE A/S provides no warranty unless otherwise expressly agreed in writing.

11.2.    Questions about the use, properties, etc. of the products are answered in an indicative, non-binding and general form. The answers should be viewed as general guidance on the products and not actual advice on the suitability of the products for the customer's intended purpose.

11.3.    To the extent that a warranty has been provided on the part of PLAST-LINE A/S, such warranty shall lapse once the customer or a third party has made intervention, repairs, processing, modification, etc. notwithstanding the nature or scope thereof, of the product.

 

12.    Intellectual property rights

12.1.    All rights of any kind regarding the products, including all conditions, descriptions, data, know-how, software source code in operating systems, copyrights, inventions, patents, utility models, processes and procedures belong solely to PLAST-LINE A/S.

12.2.    The customer may not infringe copyrights, trademarks, patents, advertisements, droit moral, database and/or other intellectual property rights (jointly "intellectual property rights") belonging to or licensed to PLAST-LINE A/S. Actions that may constitute infringement is, for example, to reproduce, perform, show, distribute, copy, perform reverse engineering of, decompile, disassemble or perform derived works from contents belonging to PLAST-LINE A/S or another party.

12.3.    Any infringement triggers a penalty of DKK 250,000.00 which falls due for payment immediately after the contravention of this provision has been ascertained. For each calendar month that the contravention remains, a new penalty is immediately due for payment. Payment of the penalty does not prevent PLAST-LINE A/S from also claiming damages or compensation as a result of the customer's contravention of this provision.

 

13.    Force majeure

13.1.    PLAST-LINE A/S cannot be held liable for non-delivery as a result of circumstances outside the control of PLAST-LINE A/S. The occurrence of such events releases PLAST-LINE A/S from liability for damage, penalties or other contract-law sanctions. Such events include, but are not limited to, general scarcity of goods, strikes, lockout, boycotts, sabotage, industrial conflicts, business interruptions, explosion, fire, natural disasters, public restrictions from national or foreign authorities, restrictions on motive power, confiscation, trade bans, currency restrictions, lack of transportation, veterinary diseases, malicious damage, terrorism, environmental measures, pandemics, war, mobilisation or army call-ups of a similar scope, ordering, seizure, rebellion and unrest and defective or insured deliveries from sub-suppliers.

13.2.    Such circumstances postpone the time of delivery, for what should be deemed a reasonable time, and the customer's right to cancel or rescind the agreement is forfeited. After three months of postponement, each party is entitled to cancel the agreement by giving the other party written notice to that effect.

14.    Choice of law and venue

14.1.    Any dispute between the parties arising from the agreement and matters related thereto must be settled according to Danish law without taking into account any choice of law rules therein. The International Sale of Goods Act, Act no. 733 of 7 December 1988, and the United Nation's Convention of 11 April 1980 on agreements on international purchases (CISG) will not apply.

14.2.    Disputes must be settled exclusively by the Danish courts of law, before the court of Odense, unless PLAST-LINE A/S chooses that the case must be conducted as arbitration proceedings.

14.3.    The arbitration tribunal will sit in Copenhagen in compliance with the procedural rules applicable to the Danish Institute of Arbitration.

 

15. Return of Goods

Returned goods are only accepted by prior agreement. Plast-Line A/S is not obligated to issue credit for returned goods. Goods must be in a saleable condition in order to be credited, subject to a return fee. The return fee is a minimum of 20%. Custom-ordered or specially manufactured items are non-returnable. Returns are made at the buyer's risk.

 

If the returned goods are not in saleable condition, they will be disposed of at the buyer’s expense.

 

It is a condition that goods must be returned no later than 60 days after delivery.