Rev. 5 - October 15^th 2021

1 Scope

1. Any sale and delivery of Granby Pack A/S’ products is subject to these terms unless exceptions have been stipulated in other written agreement between buyer and Granby Pack A/S (seller).

2. It is not a derogation of the terms that buyer states special terms in his order specification.

3. The Danish Sale of Goods Act does not apply unless indicated.

2 Offer

1. Unless otherwise stipulated, an offer is valid for a period of 21 days from the date of the offer.

2. An agreement – entered into by buyer and seller – is binding when seller has forwarded final order confirmation. As a result of this buyer is obligated to receive the agreed order. A binding agreement is only amendable if seller gives written acceptance of buyer’s written request.

3. If seller accepts in writing to amend the party’s binding agreement pursuant to Article 2.2. including cancellation on behalf of the buyer, seller is entitled to invoice buyer as follows:

a) For production orders to be delivered within 3 weeks: seller is entitled to invoice in full (100%).

b) For traded goods not stocked by seller: seller is entitled to invoice in full (100%).

c) For stocked production orders: seller is entitled to invoice half the order sum (50%).

d) For stocked standard products:

a. By alteration or cancellation from buyer more than 3 working days prior to shipment from sellers, seller is entitled to invoice a cancellation fee of 500 DKK / 67 €.

b. By alteration or cancellation from buyer later than 3 working days prior to shipment, seller is entitled to invoice half the order sum (50%) minimum 500 DKK / 67€.

4. As a result of Article 2.2 buyer is obligated to receive the agreed order from seller. If the order is not received by seller within 6 months of its completion, seller is entitled to discard the order and invoice buyer in full (100%) including disposal costs.

3 Specifications and technical documentation

1. Any specification and information about weight, proportions, capacities, prices and technical data and other facts in seller’s marketing material, including catalogues, prospectuses, circulars, advertisements, illustrations, price lists, electronic messages such as e-mails and messages sent via mobile phone, seller’s website etc., is solely indicative.

2. Any technical documentation entrusted to buyer remains seller’s property.

3. Without written consent from seller no technical documentation may be used for other purposes than what was the object of the transfer, and it may not be copied, reproduced, transferred to or in any other way brought to a third party’s knowledge without the written consent of seller.

4. If buyer does not accept seller’s offer, buyer must – at his own expense – return any technical documentation with which buyer has been entrusted before entering into a binding agreement.

4 Design modifications

1. Seller reserves the right to make such modifications as to design, choice of materials, execution etc. which he considers necessary without prior notice to buyer. However, seller is liable to ensure that such modifications do not cause deterioration of quality, capacity and essential performance characteristics.

2. Modifications made do not entitle buyer to any kind of compensation.

5 Transport expenses and the passing of risk

1. All sales are Ex Works Incoterms 2010 (unless otherwise indicated). This implies that buyer takes over the full risk of the goods as of the time of delivery agreed by the parties and that transport and any insurance costs are at buyer’s expense.

6 Price, invoicing and payment

1. The price appears from seller’s order confirmation and is stated in DKK unless it appears otherwise. All prices are exclusive of VAT.

2. Seller is entitled to a fee for urgent orders or alterations in quantity or construction after starting production.

3. Seller is entitled to a fee for urgent orders or alterations in quantity after binding order confirmation on stock goods as well.

4. A handling fee will be imposed on orders valued at less than DKK 1,000/EUR 134 ex VAT.

5. Additional costs for transport with special truck, altered delivery address or special conditions at the place of unloading, which demands special equipment on the truck (telescopic lift, forklift truck etc.) are at buyer’s expense.

6. Seller is entitled to increase the price if the price of raw materials, public taxes or other costs essential to seller’s delivery obligation increases after the entering into a binding agreement. At buyer’s request, seller will submit documentation of the price rise.

7. Seller will forward invoice as stated in the order confirmation.

8. Due date is 14 days net after the date of invoice unless otherwise indicated in the submitted invoice.

9. If buyer does not pay on time, seller is entitled to charge an interest of 1.5 per cent per month on overdue payment from the due day until payment takes place. Furthermore, seller is entitled to collecting dunning fee and collection charges.

10. Place of performance for buyer’s payment obligation is seller’s business address unless otherwise specified in the submitted invoice.

7 Retention of title

1. The product with all appurtenant material remains the property of seller until the purchase price has been paid in full. Payment by cheque, bill, bond or by electronic means of any kind is not considered payment until the amount has been paid into the account which seller has indicated without possibility of reversing the entry.

2. Any printing frame/printing block that seller may have produced to fill an order remains the property of seller regardless of whether buyer has incurred the cost hereof unless stipulated otherwise in written agreement between seller and buyer.

8 Delivery, delay and liability

1. Delivery takes place at the time when buyer, according to clause 5, has taken over the risk of the product.

2. If seller is of the opinion that the time of delivery agreed cannot be observed, including by anticipated claimant’s default, he must inform buyer in writing including information about new anticipated time of delivery. Clause 8.5 applies in case of claimant’s default.

3. Seller does not claim responsibility for any direct or indirect loss which buyer might suffer due to delay unless the delay is due to seller’s or his employees’ gross negligence. Indirect loss is for instance loss on operations and loss on profits.

4. However, if a delay is considered specifically of the essence, buyer is entitled to cancel the order. Buyer may be asked to prove essentiality.

5. If buyer refuses or is unable to claim the product, seller is entitled to claim compensation for his full loss in this connection. Subsequently, seller may store the product at buyer’s expense until actual physical claiming takes place.

9 Defects and liability

1. Possible notification of defects of the delivery must be made in writing no later than 3 weeks after the time when the defects have been or should have been found. Seller must be given documentation on defects ascertained, for instance control observations or pictural documentation.  Until 12 months after delivery, seller is liable to return or repair – at his own option – the product without delay if buyer proves any defects in the delivery.

2. Seller’s obligation under clause 9.1 does not include defects due to dismaintenance or application which is not in complete accordance with seller’s instructions, incorrect or inappropriate use, amendments or technical interventions made without seller’s written consent or extraordinary climatic exposure, etc.

3. In connection with complaints, buyer is entitled  to return, repair, pro rate reduction if the effect cannot be remedied, or compensation in accordance with the following clauses.

4. Seller cannot be ordered to indemnify direct or indirect loss caused by product defects unless they are due to seller’s or his employees’ gross negligence. Indirect loss is for instance loss on operations and loss on profits.

5. Seller renounces to the largest extent possible any product liability he might have under Danish or international law.

6.  Regardless of any claims directed at buyer as a result of product liability from a product in which seller’s product is incorporated by buyer, buyer shall not direct any claims of recourse against seller.

7. Seller is insured against product liability. If compulsory product liability applies, liability shall not exceed existing law minimum and only as far as the damage is covered by sellers insurance.                     

10 Insurance

1. Prototypes, products, design etc. delivered by buyer for the purpose of developing  packaging solutions must be kept insured by buyer.

11 Exemption from liability – force majeure

1. The parties are without responsibility for non performance under the agreements made due to force majeure cases which prevent performance or make it unreasonably burdensome such as but not limited to labour dispute, strike, lockout, fire, war or terrorist attacks, mobilization or unforeseen military calling-up, public orders, seizure, trade and currency restrictions, rebellion and riots, lack of means of transport, transportation accidents, irregularities of electricity supply, water and other  sources of supply, general scarcity of goods, rejection of major work, defect or delayed deliveries from sub-suppliers due to any of the circumstances mentioned in this clause and any other act of God which the parties do not have under their control.

2. The party disclaiming responsibility or claiming force majeure must without delay give the other party written notice of the incident. In case of annulment of the agreement, it must be mentioned separately. In case of maintenance of the agreement, the party affected by such event as stated in clause 10.1 must inform the other party about termination of the event without delay.

12 Choice of law and venue

1. In case of disagreement in relation to these terms of sale and delivery or to agreements made, buyer and seller shall try to reach a settlement through a mediator whom they have appointed jointly.

2. If seller and buyer cannot reach agreement through mediation, any of them may submit the dispute to arbitration in Copenhagen, whereas the dispute cannot be taken into court. Seller and buyer each designate an arbitrator. The two arbitrators designate an arbitrator to be judge. If seller or byer despite invitation do not appoint an arbitrator at 14 days’ notice, the president of the Maritime and Commercial Court in Copenhagen will appoint an arbitrator. The court of arbitration stipulates its own litigation rules. Settlement is made under Danish law excluding the UN Convention on the International Sale of Goods (CISG).