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General Conditions of Purchase – Victor-DST & Victor Køleteknik

1. Application
These Purchasing Conditions (“Conditions”) apply to all offers, purchases and supplies. The Seller's potential sales and delivery conditions shall not apply unless they are accepted in writing by the Buyer.

2. Offers
The Seller must confirm his offer for a period of 3 months from the offer date.

3. Purchase Order
Only written orders are valid. The Buyer is obliged to send a Purchase Order to Seller. If the Seller does not protest against the contents of the Purchase Order within 3 days from receipt, the Buyer is entitled to consider the order as accepted by the Seller.

4. Right of cancellation
The Buyer has the right to cancel the order up to 3 weeks before the agreed delivery date. The Seller may on that occasion not submit a claim for damages or other compensation, unless the products are specially made for the Buyer and are put into production.

5. Price
All prices are fixed and in Danish kroner or EUR and exclusive of VAT. Prices include packing and handling as well as import duties and taxes of all kinds, unless other is stated in the Buyers Purchase order.

6. Payment
Payment terms are during the current month plus 60 days from invoice date unless other is stated in the Buyers Purchase Order

7. Delivery and delay
7.1 The delivery terms are EXW (Incoterms 2010) unless other is stated in the Buyers Purchase Order
7.2 The agreed delivery date occurs from the Buyer's Purchase Order. All deliveries must be made during the opening hours of the Seller.
7.3 Only delivery on the agreed date or up to a maximum of two (2) business days before this date will be considered a timely delivery.
7.4 Any delay is considered a material breach of these Conditions. In case of delay, the Buyer can freely choose to either cancel the purchase or maintain the purchase and demand compensation equal to 5% of the product value per commenced week up to a maximum of 15% of the price of the delayed delivery. No matter if the Buyer chooses to cancel or maintain the purchase and demand compensation, the Buyer is also entitled to claim damages in accordance with Danish law.
7.5 Each party has the right to revoke the contract without notice if the fulfillment of the contract is delayed for more than two months due to a force majeure event.

8. Packaging and Labeling
The Seller must ensure that all products are delivered in appropriate packaging. All products must be packed in accordance with the specifications specified in the Buyer's order. If particular packaging is required, it is included in the product price. All goods must be delivered in approved standard European pallets and / or approved standard European frames or as stated in the Buyers Purchase Order.
Each delivery must be accompanied by a delivery note and an invoice referring to the purchase order number indicating the product code, product description and quantities.

9. Defective subject of sale
In 2 years from the date of delivery, the Seller warrants that the delivery is free from defects of any kind. In case of deficiencies found during this period the Buyer can plead on the general default rules of Danish law.

10. Quality system and control
The Seller is always required to have a quality system which is ISO 9000 certified, or a system that has a certification of a similar standard. The Buyer shall have full access to control the Seller's quality system at the Sellers place of business and at the Seller's other locations.

11. Product Liability
11.1 In case of product liability the current rules of Danish law will apply.
11.2 The Seller is obliged to indemnify the Buyer for any product liability claim brought to him by an injured third party.
11.3 The Seller shall at all times have a valid product liability insurance with adequate coverage. The Buyer may request to see the policy and receipt for the last premium payment.

12. Intellectual Property Rights
The Seller warrants that the delivery does not violate intellectual property rights of any third Party.

13. Workplace health and safety
13.1 Health and Safety Standards
The Seller shall ensure that its workers are offered a safe and healthy working environment, including, but not limited to, protection from fire, accidents and toxic substances. Adequate health and safety policies and procedures must be established and followed.
13.2. Training and Protective Gear
The Seller shall provide its employees with the protective equipment and training necessary to perform their tasks in a safely manner.
13.3. Sanitary Infrastructure
The Seller must provide a suitable, clean and sanitary infrastructure, including access to toilets and potable water, which conforms to the needs of its employees and is adequate to its numbers. Accommodation, if provided by the Seller, shall conform to the same requirements, including the general provisions on health and safety listed above.

14. Child Labour and Young Workers
14.1. Minimum Age Requirements
The Seller shall not engage in, or benefit from, the use of child labour. The minimum age for employment shall not be less than the age of completion of compulsory schooling and, in any case, shall not be less than 15 years (or 14 years where established by national laws in accordance with the ILO developing- country exception).
14.2 Educational Remediation Programme
If the Seller becomes aware that it is employing children of school age, it shall ensure that the children are enrolled in a remediation programme, rather than being summarily terminated from employment. The programme shall include access to education and financial support and shall be decided in consultation with the child and family or next of kin.
14.3. Light work and Apprenticeship Programmes
Where permitted by national laws, the Seller may employ children between 12 and 15 years to perform a few hours of light work per day. The work must be simple tasks of a limited nature and not interfere with the children’s educational responsibilities. Apprenticeship programmes for children below the minimum age of employment must be remunerated and the programme must be clearly aimed at training.
14.4. Hazardous and Harmful Work
The Seller shall refrain from hiring young workers (below 18 years of age) to perform any type of work, which is likely to jeopardize their health, safety or morals.

15. Environmental clauses
15. 1 Regarding the use of chemical substances the Seller guarantees that the delivery complies with the European "REACH" - Regulation (EU Regulation 1907/2006) and also the relevant CE marking directives and there to related guidance. The Seller must be able to present their respective statements of compliance on the Buyer's request within 24 hours.
15.2 Regarding the ozone-depleting substances, the Seller must prove that the use is permitted under the EU Regulation 2037/2000 on substances that deplete the ozone layer.
15.3 The Seller agrees that the Buyer, either itself or through a third party can carry out an unannounced check to see if the above guidelines are followed. The Seller shall at all times permit such inspections.

16. Governing Law, Jurisdiction and Disputes
Any dispute between the parties shall be governed by Danish Law and be settled by the ordinary Danish courts.