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BRADY A/S’s GENERAL TERMS OF SALE
See
www.bradycorp.com
1. APPLICATION
1.1 The present terms of sale and delivery shall apply to all shipments from Brady A/S, unless otherwise agreed in writing.
Deviations from these terms, particularly the application of the customer’s own purchase terms, shall be subject to Brady A/S’s express consent in writing.
1.2 Cancellation of orders shall be subject to Brady A/S’s written approval.
1.3 Brady A/S reserves the right to change product specifications due to safety or other statutory requirements without notice to the customer.
2. OFFERS
Brady A/S’s offers are valid for thirty (30) days from the date of the offer or until the time when the offer is withdrawn in writing.
3. PRICE; PAYMENT
3.1 All prices stated are current prices in Danish kroner exclusive of VAT and may be adjusted in the event of changes in taxes and duties, changes in exchange rates, etc.
All prices are exclusive of all forms of government tax, packaging, handling charge and the like.
Output taxes and duties shall be paid by the customer, unless otherwise indicated.
3.2 In
the event a discount is offered resulting from an agreement to buy a specific amount, the discount shall cease if said amount is modified.
3.3 Unless otherwise agreed in writing, all payments shall be made within 30 days net of the invoice date (the due date). The purchaser shall not be entitled to withhold payment of or set off against the principal amount or interest. Payment shall be made in the currency and be transferred to the account indicated on the invoice.
3.4. If payment is overdue, Brady A/S reserves the right to charge penalty interest pursuant to the Danish Interest Act.
3.5 Complaints submitted within the period stipulated shall not exempt the customer from paying for the products.
4. RETENTION OF TITLE
4.1 Brady A/S maintains the right of ownership until the full purchase sum, including any freight charges, service costs, etc., has been paid in full.
4.2 Until such time as full payment has been received, the customer shall treat the products such that they may be identified as the property of Brady A/S and insure them against all the usual risks after delivery at the customer's own expense.
5. TERMS OF DELIVERY
5.1 Unless otherwise indicated, the products shall be delivered ex works (Incoterms 2000).
5.2 In
respect of orders of products in the special range, Brady A/S shall reserve the right to deliver up to ten (10) per cent more or less relative to the quantity stipulated in the agreement.
6. TRANSFER OF RISK
Unless otherwise indicated, the products shall be delivered ex works (Incoterms 2000).
For postal shipments, delivery and transfer of risk occur at the time of Brady A/S’s documented postal shipment.
7. DELAY
7.1 If a specific delivery time has been agreed, the buyer may only invoke delay and remedy for breach of contract in this regard if the buyer, after the time of delivery has been exceeded, has submitted a written demand for delivery within a period of an additional ten (10) working days and Brady A/S has still not performed the delivery.
7.2 Brady A/S shall not be liable for loss, damage or costs, direct or indirect, incurred by the customer as a result of a delayed delivery, regardless of the cause of said delayed delivery.
8. DEFICIENCIES; OBLIGATION AND RIGHT TO REMEDY DEFECTS; DEADLINE FOR FILING COMPLAINTS
8.1 The customer shall inspect the products upon delivery.
In the event of errors or defects in the products delivered, the customer shall inform Brady A/S in writing within eight (8) days after receiving the products; otherwise, the products shall be regarded as having been approved by the customer.
For hidden or latent defects, the notification of error or defect must be submitted immediately after this is discovered.
8.2. Brady A/S is under an obligation and entitled, for a period of twelve (12) months after the delivery of Brady A/S’s services and/or products, to remedy and rectify, by means of repair or replacement of the project, any defect proven by the buyer in Brady A/S’s products where it can be proven that this is the fault of Brady A/S.
8.3 The buyer may not cite defects after the expiry of a twelve (12) month period starting from the time of delivery.
The buyer’s complaint must be received by Brady A/S before the expiry of the twelve (12) month period.
8.4. If the buyer receives products which the buyer discovers to be faulty, these shall be sent back for repair by prior agreement with Brady A/S. The shipment shall be labelled with Brady A/S’s return number.
If the product turns out not to be faulty, the buyer shall incur all costs and risks for shipment to the buyer.
8.5 If the buyer commissions a third party to remedy the fault, the buyer may in no instance require Brady A/S to cover the costs.
8.6 In
the event Brady A/S is unable, within a reasonable period of time and by means of a reasonable number of attempts, to remedy or correct the fault, the Buyer may claim breach of contract, a reduction in the purchase price or, in the event of a material breach, termination of the agreement.
8.7 Upon approval of a complaint concerning a product, Brady A/S shall be entitled to fully or partly replace, repair or change such product or to repay the purchase price or an appropriate part thereof at its own discretion and without cost for the customer.
Brady A/S shall have no further liability vis-à-vis the customer.
9. LIMITATION OF LIABILITY IN THE EVENT OF DELAY OR DEFICIENCIES
9.1 Brady A/S’s liability under the agreement shall be limited to the amount invoiced for the product in question.
9.2 Brady A/S shall under no circumstances be liable for operating loss, time loss, loss of profit or similar indirect loss on the part of the buyer, unless the loss is due to gross negligence on the part of Brady A/S.
9.3 Brady A/S may not be held liable if the products are used negligently, in a manner for which they were not intended or if they are damaged.
Assembly and/or disassembly costs shall not be covered.
9.4 Brady A/S’s liability shall only include damage appearing within twelve (12) months of the time of delivery and only if the buyer's complaint is received by Brady A/S within twelve (12) months of the expiry of the deadline.
9.5 Brady A/S’s obligation shall cease in the event that components are used in the material delivered by Brady A/S which are not included in Brady A/S’s product file or which have not been approved in writing by Brady A/S.
9.8 With regard to software, Brady A/S renounces any liability for defects in the software delivered and the compatibility of the software with other software/hardware.
Brady A/S shall not be liable for damage to end-user hardware or other software, unless gross negligence has been demonstrated by Brady A/S and is in no case liable, if Brady A/S’s service has not been properly used for the purpose according to instructions and according to the instructions of Brady A/S and other manufacturers.
9.7 Brady A/S shall not be liable for loss or damage incurred by the customer in direct or indirect consequence of the prevention or delay of the delivery of the product, or if the delivery of the product is assessed to be uneconomical as a result of events that are beyond the control of Brady A/S, such as (without limitation) delay or failure to deliver by Brady A/S’s external suppliers, sickness-related absence at Brady A/S, scarcity of materials, energy shortage or disruptions of traffic that could not have been foreseen.
Similarly, the following conditions are regarded as force majeure and therefore also involve exemption for Brady A/S: fire, war, disturbances, acts of terrorism, currency restrictions, strike, lockout, relevant amendment to the law or official regulation, as well as other factors that are beyond Brady A/S’s control and which Brady A/S could not or should not have foreseen at the time of concluding the contract and which would have placed Brady A/S in a particularly burdensome position.
9.8 The obligations assumed by Brady A/S under the present agreement shall be deferred during the period of such force majeure event. In the event that such force majeure event extends beyond 120 days, either party shall be entitled to terminate the agreement with immediate effect without incurring any liability towards the other party. However, the customer's duty to pay Brady A/S for products delivered prior to the termination of the agreement shall continue to apply.
10. PRODUCT LIABILITY
10.1 The current rules of Danish law shall apply to Brady A/S’s product liability. Unless otherwise apparent in mandatory rules of law, Brady A/S shall not be liable for operating loss, loss of profit or time or other indirect loss, nor may Brady A/S’s product liability ever exceed USD 1,000,000.00, inclusive of interest and costs per loss.
10.2 Brady A/S shall only be liable for personal injury caused by the products delivered, in the event it can be documented that the injury was caused by error or neglect exercised by Brady A/S.
10.3 Brady A/S shall not be liable for damage to real property or chattels.
10.4 To the extent Brady A/S incurs liability for its product(s) vis-à-vis a third party, the buyer of Brady A/S’s product(s) shall undertake to indemnify Brady A/S to the same extent to which Brady A/S’s liability is limited pursuant to the three preceding clauses.
11 APPLICABLE LAW AND LEGAL VENUE
11.1 All agreements and the present terms shall be subject to Danish law. Any dispute between Brady A/S and the customer arising out of the present terms or the parties’ contractual relationship shall be settled by a court in the jurisdiction selected by Brady A/S.
12. RETURNED GOODS
12.1 Goods shall be returned in accordance with Brady A/S's #Return Policy#, which may be viewed on www.bradyeurope.com.
11.2 Products delivered by mistake by Brady A/S may be returned to Brady A/S for crediting, provided that the products are returned within seven (7) days and that they have not been used, are undamaged and are in the same condition as when delivered.
13. LABELLING
13.1 Due to special mechanical requirements in the production of Brady A/S’s products, all labelling material supplied by the customer shall be approved by Brady A/S.
The customer shall be informed of and shall pay for any costs attributable to any required retouching and/or extra work.
13.2 The customer shall bear the costs incidental to corrections requested by the customer following the customer’s receipt and approval of a photo proof.
13.3 Photo proofing shall be carried out for each article in one copy, as required.
Further proofing shall be available upon request and against payment.
14. SECRECY
The customer shall observe secrecy in respect of all information, including technical information, which the customer receives from Brady A/S, and the customer shall not be entitled to disclose such information to a third party without the express written consent of Brady A/S.
15. MISCELLANEOUS
15.1 The present terms shall apply to all agreements made between Brady A/S and the customer.
The terms shall constitute the entire agreement between Brady A/S and the customer and shall replace all previous agreements between the parties in relation to the subject matter of the agreement.
These terms reflect all of Brady A/S’s obligations arising from the agreement, whether express or implied.
15.2 Amendments or addenda to these terms shall only be valid if approved in writing by Brady A/S.
15.3 Brady A/S’s failure to exercise or acquire a right under the present terms shall not be interpreted as a waiver of such right or mean that such right may not be exercised at a later date.
15.4 In
the event that a provision in these terms is fully or partly void or unenforceable under the law in force from time to time, this shall not affect the remaining provisions herein which shall continue to apply without any changes.
15.5 The customer shall not be entitled to assign its rights and/or obligations in full or in part under an agreement made without the prior written consent of Brady A/S.
16. ETHICAL GUIDELINES
Brady A/S’s Code of Ethical Conduct, which all employees are expected to observe, may be viewed on our website www.bradycorp.com.
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