NAUTIC SEAFOOD A/S’ GENERAL TERMS OF SALES AND DELIVERY
1. Application and validity
1.1 The following general conditions shall apply to all goods and services supplied by Nautic Seafood A/S (herein after reffered to as “NS”).
1.2 Conditions or requirements of the buyer contained in the buyer’s order, stated in his general conditions of purchase or elsewhere, shall not bind NS unless explicitly accepted by NS in writing.
2. Delivery
2.1 Unless otherwise agreed in writing, the delivery terms are EXW Northfreeze, Durmakker 12, BE-9940 Evergem, Incoterms 2020.
3. Delay
3.1 If delivery is delayed beyond the date agreed upon or stated by NS, the buyer can by notice to NS demand delivery and fix a final, reasonable time limit for delivery.
3.2 The buyer cannot claim damages of any kind whatsoever including damages for consequential loss suffered due to a delay.
4. Defects and limitations
4.1 Immediately upon receipt of the goods, the buyer shall make such examination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements. If the buyer fails to conduct said proper examination timely, he shall lose his right to invoke any rights in case of a defect, which could have been detected by the examination.
4.2 Without prejudice to Clause 4.1, complaints shall be made in writing and must be received by NS not later 4 hours after delivery. If the complaint relates to defects in frozen fish which cannot be ascertained immediately upon delivery, the buyer shall be obliged to complain in writing to NS not later than fourteen (14) days after deliver of the goods.
4.3 If the buyer fails to complain in accordance with 4.1 and 4.2, the buyer shall lose any right to make a claim against NS.
4.4 Apart from the provisions 4.1, 4.2 and 4.3. all claims against NS shall be barred by limitation if they have not been made in writing not later than 1 month from the time of delivery.
4.5 If goods are defective and a claim based on the defect is brought against NS, then NS may choose within a reasonable time either to deliver replacement goods in return for the defective goods or make subsequent delivery or grant the buyer a pro rata reduction in the purchase price, whereupon the rectification of the defect shall be deemed final
4.6 Any statement of size, weight and quantity in the invoice shall be considered approximate statements. In event of deviations of 5 percent, the byer shall not be entitled to claim breach of contract but may demand that NS issue a credit note equivalent to the shortage.
5. Terms of payment
5.1 Unless otherwise stated by NS, payment shall be effected to NS’s account no later than 21 days upon delivery.
5.2 In case of late payment, NS charges interest at a rate of 1,5 per cent per month from the due date. Interest will be calculated monthly on the outstanding balance due which will include previously added interest, reasonable costs etc.
6. Retention of title
6.1 NS shall retain full and clear title to goods delivered hereunder, and ownership of the goods shall not pass to the buyer until full and final payment has been made.
7. Product Liability
7.1 NS shall be liable in accordance with applicable law on product liability, however with the limitations following from this clause 7.
7.2 NS shall under no circumstances be liable for indirect losses, including but not limited to operating losses, loss of profits, loss of time, punitive damages and consequential costs to which a defective product may have given rise.
8. Limitation of liability
8.1 NS shall not be liable for defects incurred following delivery of the goods.
8.2 NS shall never be liable for conditions which are due to changes beyond the control of NS irrespective of whether such changes originate form NS or a sub-supplier or carrier chosen by NS.
8.3 NS shall in no event be liable for the suitability of the goods for its intended use or its fitness for a particular purpose.
8.4 Furthermore, NS shall not be liable for losses suffered in connection with carriage and replacement of a product that has been resold.
8.5 NS shall never be liable for punitive damages, financial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise
8.6 NS’s liability cannot in any case whatsoever exceed the invoices value excl. VAT of goods for which a compliant is made
9. Jurisdiction and governing law
9.1 Any dispute arising out of the co-operation between NS and the buyer in general shall be governed by the laws of Denmark, with the exclusion of international private law.
9.2 Any dispute, including any question regarding the validity of the General Terms of Sales and Delivery, between NS and the buyer shall be brought before the Court in Kolding.