and conditions of sale
These General Terms and Conditions of Sale (in the following "General Terms") together with the order confirmation shall in so far as no other agreement regulating the issue has been concluded in writing apply to all products (in the following "Products") sold by MELITEK entity (in the following "MELITEK") to its customers (in the following "the Purchaser").
1. Price Adjustments
1.1. Prices are exclusive of VAT.
1.2. Prior to delivery, MELITEK may change the prices due to changes in duties and taxation imposed on the relevant sale of Products.
2.1. The Purchaser shall pay all invoices within 30 days from the invoice date at the address indicated on the invoice unless otherwise stated on the invoice.
2.2. Payment after date of maturity shall entitle MELITEK to an overdue interest at a rate equal to 15% per annum
Deliveries from MELITEK are in accordance with the international rules for the interpretation of trade terms published by the International Chamber of Commerce, Paris (Incoterms 2010).
4.1. Within 7 days excluding Sundays and public holidays, from delivery of the Products, the Purchaser shall carefully examine the products delivered and inform MELITEK in writing if the Products are found defective in any respect.
4.2. Any defect, which cannot be discovered, despite careful examination in accordance with Clause 4.1, must be notified immediately upon disclosure.
4.3. Failure to inform MELITEK in time about alleged defect shall be conclusive that MELITEK has satisfactorily performed and that the
Products have been accepted.
5. Product Liability
MELITEK shall only be liable for damage due to product liability according to mandatory rules of applicable law and thus the liability of MELITEK shall be restricted in all respects as much as possible under such law.
6. Limitation of Liability
6.1. MELITEK does not assume any responsibility for Products being suitable for any particular purpose unless MELITEK in writing approved such suitability, thus it is the Purchase sole responsibility to ensure that product is suitable for intended use.
6.2. MELITEK does not furnish any guarantee that the Purchaser, in using, reselling or handling the Product is not infringing any third party's, registered trademark or any immaterial right, and is not liable in any way to compensate the Purchaser for damage and costs incurred by such infringement!.
6.3. MELITEK's accumulated liability, excluding product liability which is subject to clause 5. above, for whatever reason including but not limited to delays, defect and shortfall shall at the option of MELITEK be limited to either an exchange of the defective Products for non-defective Products or a refund of the invoiced value of the said Products.
6.4. MELITEK cannot be held responsible for loss of operation, loss of time, loss of profit or other similar indirect losses.
7. Force Majeure
Scheduled delivery dates shall be extended for delays by any cause beyond MELITEK's reasonable control, including but not limited to industrial actions, fire, plant break-down, embargo, requisition material, energy or transport restrictions and deficiencies or delays in deliveries from MELITEK's sub-suppliers due to any of the aforesaid events.
8. Applicable Law and Venus
These General Terms shall be governed by laws of Denmark and all disputes shall be settled at the maritime court of Copenhagen in English language.
9. Retention of Title
Should delivery have been made before payment of the whole sum payable in accordance with the invoice has been effected, the Products shall, to the extent permitted by the law of the country where the Products are situated, remain the property of MELITEK until such payment has been effected.
10. Partial Invalidity
If any of the provisions of these General Terms is or becomes invalid, illegal or unaffordable the validity of the remaining provisions shall not in any way be affected or imparted.