Terms and conditions
General Terms and Conditions of Purchase
The following terms are applicable for all deliveries, including manufacture and finishing for Multicut AS (hereinafter referred to as MC), unless otherwise agreed in writing.
The Supplier shall be referred to as the Vendor.
1.0 Signing of agreements
1.1 The Vendor shall return a signed, and thereby accepted, purchase order to MC within three work-ing days following receipt of the purchase order, unless a shorter deadline for acceptance is specified in the purchase order.
1.2 Questions related to the purchase order should be directed to MC (to the sender of the purchase order) within the aforementioned deadline.
1.3 Changes made to purchase orders are only binding if they are made in writing and are confirmed by MC.
1.4 By either confirming or executing a purchase order, the Vendor accepts the current General Terms and Conditions of Purchase for MC's purchase.
1.5 Special terms and conditions other than those specified by MC, e.g. terms stated on the Vendor's documents, will not be binding without written authorization from MC.
In the very least, the sender of the purchase order should be CC'd in all correspondence with MC in order to ensure that such correspondence is sent properly.
2.0 Delivery
2.1 All goods and documents shall be sent as a single shipment, unless otherwise agreed in writing. Delivery, including packaging and shipment, must be handled properly, and any special requirements given in the purchase order must also be met.
2.2 The product description, with reference to the packing list, shall be easy to understand and consistent with the purchase order.
2.3 Packing lists/Bills of Lading, including all documents and certificates, should accompany every delivery with at least one specified packing list from the Vendor per delivery, and should contain and provide: MC's full purchase order number, contents of each parcel, and special references if requested by MC.
2.4 A delivery will be considered final only after the full order has been received and approved by MC, including all documents, certificates, etc.
2.5 If not otherwise specified by MC's purchase order, the actual delivery date shall be interpreted as the date of arrival, see Point 2.4, for the delivery address given on MC's purchase order. MC accepts deliveries as early as three days before the specified delivery date. Deliveries made later than the specified delivery date will not be accepted, unless they are accepted in advance and in writing by MC.
2.6 As soon as the Vendor discovers or has reason to believe that a delivery will be delayed, the Vendor shall immediately inform MC, provide an explanation for the delay, and give a new delivery date which MC shall specifically consider. As a rule, MC cannot accept any changes to delivery times made within the week preceding the agreed delivery date.
2.7 If a delay is not due to force majeure in a legal sense nor neglect on MC's part, MC is entitled to demand the Vendor to pay an unconditional fine of 2% of the total purchase order value per week, but not more than 20% of the total purchase order value. Regardless of the fine, MC can demand cancellation of the order at no cost to MC. MC can also demand compensation, see 2.8.
2.8 If the Vendor's delay results in loss for MC which is not covered by the fine, see Pt. 2.7, MC is entitled to demand that its loss, including loss due to requirements from MC's customers, be covered in accordance with the general rules of Danish law relating to the payment of compensation, including loss as a result of replacement purchases, preparation of substitutes, and loss as a re- sult of production shutdown.
2.9 If there are faults in the delivered goods and if they are not delivered in accordance with MC's purchase order, MC can, of its own choosing, reject the delivery without the Vendor's prior acceptance, make improvements or allow improvements to be made, make replacement purchases, or produce substitutes. If faults in the deliveries have resulted in loss for MC, including loss based on demands made by MC's customers, MC can demand that the loss be covered in accordance with the general rules of Danish law relating to the payment of compensation, including loss resulting from improvements, replacement purchases, production of substitutes, and loss resulting from production shutdown.
2.10 Unless otherwise specified in MC's purchase order or otherwise accepted in writing by MC's pur- chasing department, all deliveries to the specific delivery address shall be delivered without freight charges or other costs.
2.11 The Vendor may not use subcontractors without obtaining MC's prior written approval.
3.0 Quality control, certificates, etc.
3.1 The Vendor is responsible for ensuring that the delivery fulfills MC's enclosed drawings with technical specifications and other descriptions in addition to the safety and quality standards defined by the authorities.
3.2 Certificates, technical documents, measurement reports, etc. are an integral part of the delivery and shall be delivered at the same time as the goods for the delivery to be considered complete and delivered in full.
4.0 Payment
4.1 The Vendor shall send invoices to: Multicut AS – Estlandsvej 2, DK-7480 Vildbjerg either by regular mail, to the primary mailing address, or to the name of the contact person given alongside the mailing address on the purchase order.
4.2 The Vendor shall issue a separate invoice for each purchase order. The invoice shall reference MC's purchase order and order line.
4.3 The Vendor may not charge any form of processing fee, packing fee, or other charges, unless agreed by the parties in writing.
4.4 Payment shall be made in accordance with the agreed payment terms (current month + 60 days). The credit period is calculated starting from the day MC receives an error-free invoice and has received and accepted a complete delivery that is consistent with the purchase order and included specified documents, certificates, etc., see Pt. 2.
4.5 If delivery is made earlier than desired, see Pt. 2.5, the credit period will be calculated starting from the agreed delivery date.
5.0 Guarantee
5.1 The Vendor guarantees indefinitely—but not beyond MC's liability—that the Vendor's organized deliveries, executed production, manufacture and finishing are carried out in accordance with the enclosed drawings, technical specifications, and other descriptions, that the safety and quality standards defined by the authorities are fulfilled, and that materials used are consistent with established technical specifications. To the extent that the materials used are not provided by MC, the Vendor shall give the same guarantee there being no faults in the materials used. Additionally, the Vendor shall offer a general vendor guarantee to cover errors and faults. This guarantee shall run from the time the end product—which the Vendor's delivery is a part of—is put into use.
5.2 During the guarantee period, MC is entitled to claim its right to remedies of any faults in accordance with Pt. 2.
5.3 In addition to this, MC is entitled to cancellation and demand compensation in accordance with the general rules of Danish law relating to the payment of compensation.
5.4 The Vendor thus guarantees that the delivered goods are not subject to errors.
6.0 Materials, etc. provided by MC or third parties
6.1 The raw materials and semi-manufactures that MC leaves to the Vendor for manufacture/processing shall remain MC's property. This applies regardless of whether they are sent to the Vendor directly from MC or from MC's supplier. The Vendor is therefore obligated to keep the raw materials/semi-manufactures labelled and separated from the Vendor's other stock, so that they can at all times be identified as MC's propert All other material including, but not limited to, drawings, sketches, technical specifications, information, and any tools or models that MC has lent to the Vendor shall be kept confidential and may only be used for deliveries to MC. They should therefore be kept adequately secured by the Vendor, and must be returned at any time when requested by MC.
6.2 With regard to drawings, technical information, specifications, and so on, they shall be subject to the Vendor's obligation of secrecy. The Vendor is thus obligated to ensure that knowledge of these is not shared with people other than the workers who are directly involved in production/manufacture for MC, and they will also be subject to the same obligation of secrecy. Drawings, etc. may not be copied or in any other way duplicated or forwarded and must be stored separately and securely at the Vendor's production site. At the end of each assignment, the relevant drawings, specifications, etc. shall be returned to MC and any electronic forms shall be deleted. The Vendor is responsible for ensuring that this obligation of secrecy is fulfilled.
7.0 Inspection
7.1 MC and MC's customers reserve the right to visit the production site to check that ordered goods are in accordance with the specified requirements. This verification neither releases the Vendor from its responsibility to deliver satisfactory goods, nor does it preclude any later refusal of a delivery.
7.2 MC and its customers have a similar right to ensure that at the production site, all raw materials and semi-manufactures associated with MC are kept separate, labelled, and can be identified, as well as ensure that the storage and handling of drawings, specifications, etc. is done in accordance with Pt. 6.0 above.
8.0 Products liability
8.1 To the extent that MC can be held liable for damages caused by the Vendor's delivery, the Vendor is obligated to insure MC against loss that is due entirely or in part to defects in/caused by the Vendor's deliveries. The Vendor is obligated to be present at the same court or tribunal that hears the product liability claim against MC.
8.2 The Vendor is obligated to draw and keep adequate product liability insurance with a recognized insurance company. MC may request documentation of this. Such insurance can only be terminated with at least one year's written notice to MC. When requested, the Vendor shall document that the insurance is in force for the terms and conditions stated.
9.0 Child labor, etc.
9.1 The Vendor and the Vendor's subcontractors are not permitted to employ children under the age of 15 for working with the production of goods or for any other See the UN Convention on the Rights of the Child.
9.2 The Vendor and the Vendor's subcontractors are obligated to comply with the UN's International Labor Organization's (ILO) conventions on employee living and working conditions.
10 Applicable law and jurisdiction
Any disputes the parties may have about an order shall be settled in accordance with Danish law and, by MC's own choosing, either by arbitration in accordance with the "rules for the Danish Institute of Arbitration (Danish Arbitration)" or by the District Court in Herning.
11.0 General terms and conditions
11.1 The above terms and conditions are applicable for purchase orders for all deliveries, regardless of the terms the Vendor may have set for MC, except for certain cases where the terms and conditions set by the Vendor are accepted in writing by MC.
11.2 Thus, the Vendor's order confirmation and/or later specified terms will not affect MC's terms and conditions of purchase, unless approved in writing by MC, see Pt. 11.
Vildbjerg, January 2017