Terms and conditions of sale and delivery
1. General information
1.1.
The following General Terms and Conditions of Sale and Delivery (December 2022) apply to every consignment that is
or shall be delivered by Randers Gears A/S (hereinafter referred to as “RG”) to the extent that these are not
derogated from or modified in whole or in part by means of another written agreement.
1.2.
Special terms and conditions of purchase or specific requirements for the purchased unit by the Buyer, such as
specified during purchasing negotiations for instance, the Buyer’s tender documents, general terms and conditions of
purchase, the Buyer’s placement of an order or confirmation document are not binding on RG, unless RG has declared
in writing to agree to the special terms and conditions specified.
1.3.
A quotation issued by RG applies until the expiry of the date specified in the quotation concerned. If no deadline
is specified, the quotation shall apply for thirty (30) days from the date of issuance.
1.4.
An agreement may only be modified or cancelled according to a written agreement with RG.
2. Purchase agreement; conclusion of contract
2.1.
A final purchase agreement is not concluded until RG has either forwarded a written confirmation of order to the
Buyer (and only on the terms and conditions stipulated in the confirmation of order) or has delivered the purchased
unit, whichever comes first.
3. Technical specifications, documentation, etc.
3.1.
All drawings and technical specifications concerning the material or the manufacture hereof, which, prior to or
after the conclusion of the agreement, are handed over from one party to the other, belong to the party which has
handed them over. Received drawings, other technical documents or technical information may not be used without the
consent of the other party for any purpose other than that stipulated at the handover. The stipulated material may
not be replicated, reproduced, transferred to or otherwise brought to the knowledge of a third party without the
consent of the other party.
3.2.
In cases where the purchase agreement stipulates that the Buyer must provide RG with detailed specifications to
which the purchased unit shall conform, RG is entitled to make its own requisite specifications required for the
completion of the purchased unit in the event that the Buyer does not provide RG with the requisite information
within a reasonable period of time.
3.3.
If the specifications provided by the Buyer prove to be difficult to implement, or if, at the discretion of RG,
these would be irresponsible or inexpedient to implement, RG is entitled to make any changes to the purchased unit,
based on a detailed notification of the Buyer to this effect, which RG deems necessary and reasonable.
3.4.
RG is not under an obligation to hand over drawings, technical documentation, etc., on which the manufacture of the
purchased unit is based.
4. Delivery and transport
4.1.
Delivery is ex works (Incoterms 2010). The risk transfers to the Buyer when the consignment is made available to the
Buyer at RG’s address, and the consignment is forwarded at the expense of the Buyer. Ex works is derogated from,
however, in that the Buyer shall also defray the cost of the packaging required to prepare the consignment to be
forwarded.
4.2.
The mode of conveyance is determined by the Buyer, and the conveyance is in all other respects at the expense and
risk of the Buyer.
4.3.
Any agreed or stated delivery date specified by RG or the length of delivery time is not binding on RG as the stated
delivery time or length is only an estimate made to the best of RG’s judgement and requires at the same time that
the Buyer has fulfilled the requisite or agreed formalities or terms and conditions, including punctual transfer of
materials to RG required for processing or surface treatment, and all technical and other information for
effectuating the purchase agreement has been received by RG.
4.4.
RG reserves the right to make part deliveries. Insofar as the purchase agreement stipulates that RG shall deliver a
specific quantity of a product to the Buyer, such delivery shall be considered a contractual service if the quantity
of the relevant product delivered does not deviate from the quantity agreed by more than +-10%. RG is at any time
entitled to deliver at least one additional unit of a product, which must always be considered contractual service.
5. Delays
5.1.
In the event of a delay, the Buyer is entitled to demand delivery by notifying RG of this in writing and to set a
reasonable deadline for this, which shall constitute a minimum of thirty (30) days, and which shall at the same time
specify that the Buyer intends to rescind the purchase agreement if delivery is not made by this deadline.
5.2.
If the delay is due to any circumstances that constitute grounds for exemption from liability pursuant to point 12,
or are due to the Buyer’s action or omission, the time of delivery will be prolonged to an extent that must be
deemed reasonable.
5.3.
Only provided that delivery has not taken place by the reasonable deadline set by the Buyer pursuant to clause 5.1,
the Buyer is entitled to rescind the agreement, which in this event shall be done by notifying RG of this in
writing. However, the Buyer is not entitled to rescind the part of the purchase which, pursuant to point 4.4, has
been delivered to the Buyer before RG has received the Buyer’s notification of rescission.
5.4.
Besides the rescission remedy specified in point 5.3, the Buyer has no other remedies for breach of contract for
delay, and therefore, the Buyer may not file any claim for compensation, including for operating loss and the like,
arising from the delay which has occurred.
6. Price
6.1.
All the prices stated by and agreed with RG are based on the prices, excluding VAT, in effect on the date of
notification. Moreover, all prices are exclusive of delivery costs and packaging, pursuant to points 4.1 and 4.2. In
the event of any and all changes to exchange rates, customs and duty rates, transport costs, commodity prices,
material prices, external supplier tasks or other factors that are beyond the control of RG and which occur up until
the delivery date, RG reserves the right to adjust the agreed prices correspondingly. The exchange rate is based on
the official exchange rate of Danmarks Nationalbank.
6.2.
In addition to the agreed price, RG is entitled to claim payment for work that is incurred as a result of the fact
that materials, specifications, product information, drawings or other which the Buyer has transferred to RG prove
to be incomplete, full of mistakes or faulty.
6.3.
Packaging is invoiced separately.
7. Payment
7.1.
Payment falls due no later than thirty (30) days after the invoice date.
7.2.
In the event of overdue payment, default interest of the amount due at any time, including previously accrued
interest, costs, etc., will be charged from the due date at the official rate of discount set by Danmarks
Nationalbank, with a surcharge of two (2) percentage points per month or any part thereof, until payment is made.
7.3.
If the Buyer does not pay on time, RG is entitled to withhold any other agreed subsequent consignment intended for
the Buyer until all outstanding payments have been made. Any and all costs relating to the withholding, including
the storage of the purchased unit, will added to the outstanding amount.
7.4.
The Buyer is not entitled to withhold any part of the invoiced amount nor to offset payment in any part of the
amount invoiced with any counter claim against RG, unless this has been acknowledged and accepted in writing by RG.
7.5.
If the Buyer has not paid the amount in arrears after three (3) months, RG is entitled to rescind the agreement by
notifying the Buyer of this in writing, and, in addition to default interest, to claim compensation from the Buyer
for any loss incurred by RG.
8. Retention of title
8.1.
RG retains title to the purchased unit until payment has been made in full to the extent that retention of title is
valid pursuant to applicable law.
9. Special exemption of liability clauses
9.1.
For any and all purchases containing any form of individual manufacture and/or processing of the purchased unit
according to specific requirements stipulated by the Buyer, the purchased unit will be delivered in a manner which
to the best of RG’s knowledge complies with these conditions, but RG assumes no liability for this besides being
responsible for delivering this in customary good quality in terms of material and processing.
9.2.
Liability cannot be imposed on RG for faults and deficiencies arising from technical documents, specifications or
information provided by the Buyer to RG for implementing the purchase agreement, unless RG has acted with gross
negligence by not making allowances for this. If RG has assisted the Buyer in preparing calculations and/or drawings
for the construction of the delivered unit, RG cannot be held liable for the correctness of the calculations or the
drawings, as the Buyer is at any time responsible for providing precise specifications and drawings.
9.3.
If the purchased unit shall be incorporated by the Buyer into one of its products and the purchased unit proves to
not function satisfactorily in the Buyer’s products, the Buyer alone bears the risk and responsibility for this, if
the purchased unit meets the agreed specifications, with any modifications of it that RG is entitled to implement
pursuant to point 3.
9.4.
RG cannot be held liable for accidental damage which has occurred at or is caused by RG or RG’s external suppliers.
To the extent that the damage is due to an error or neglect by RG or an external supplier of RG, RG is solely liable
in damages for an amount which may never exceed twice the amount of the invoice price.
9.5.
In the event that damage or missing items are the result of surface treatment (including, for example, hardening,
manganese phosphate coating, anodising and paint) performed by one of RG’s external suppliers, and in the event that
RG is liable for this, the compensation may never exceed twice the price of the material, point 9.4 notwithstanding.
10. Faults and deficiencies
10.1.
Upon the physical receipt of the purchased unit and before putting it into operation, it is incumbent on the Buyer
to inspect the purchased unit without delay as required by proper business procedures, including to inspect whether
the purchased unit conforms to the concluded purchase agreement and the purchased unit’s serviceability in relation
to the Buyer’s intended use.
10.2.
RG’s liability comprises only faults and deficiencies arising within one year from the date on which the material is
delivered. If materials are used more intensively than agreed or than can be considered a prerequisite at the
conclusion of the agreement, this period will be shortened proportionately. Notice of any faults and deficiencies in
the delivered unit that are discovered within twelve (12) months is to be given in writing to RG no later than ten
(10) days after the fault or deficiency has been or should have been discovered. The notice of complaint shall
include a description of the fault/deficiency cited, including how it is manifested. If the Buyer fails to notify RG
of a fault or deficiency in writing by the deadlines specified in this point, the Buyer loses the right to file a
claim arising from the fault or deficiency. If there is reason to believe that the fault or deficiency poses a risk
of damage, notification of this must be given immediately.
10.3.
In the event of a complaint being submitted too late, but where RG enters into realistic discussions with the Buyer
anyway arising from the complaint submitted, this shall be done solely on the basis of generosity, and without RG
thereby at the same time waiving the possibility of subsequently asserting that the complaint concerned has been
filed too late.
10.4.
In the event that there are faults or deficiencies in the delivered unit, which can be asserted vis-à-vis RG, RG is
entitled and under an obligation to within a reasonable period of time, at its own discretion, to provide a
replacement delivery in return for the return delivery of the faulty part of the purchased unit; to remedy the
fault/deficiency; or to give the Buyer a pro rata reduction in the purchase sum, based on the defective part or
parts of the delivery, whereby the fault/deficiency is deemed to remedied definitively.
10.5.
Repair is to be done on the Buyer’s premises, unless RG deems it expedient to have the defective part of any
material returned so that RG can make the repair or replacement on its own premises. In cases where RG decides that
the material shall be returned to RG, RG shall pay the equivalent of the lowest possible conveyance costs. If any
disassembly and assembly involve intervention in elements other than the material, the work and costs relating to
this are incumbent on the Buyer.
10.6.
After clarification of the complaint issue, RG has a deadline equating to RG’s normal production time for a delivery
of the agreed type to fulfil RG’s obligation pursuant to point 10.4. If this does not take place, the Buyer may give
RG a reasonable deadline to remedy the fault/deficiency. If RG has not discharged its obligations by the expiry of
the above-mentioned deadline, the Buyer may have the requisite remedy performed at RG’s expense, provided that the
Buyer does this in a sensible and reasonable manner, or the Buyer may rescind the purchase agreement insofar as the
defective part of the purchased unit is concerned.
10.7.
In addition to what is specified above, RG is not liable for faults or deficiencies, including faults or
deficiencies arising from ordinary wear and tear, incorrect or unusual operation, overloading, faulty maintenance
and attempts to repair, adjust or modify the purchased unit that are not done by RG or with the written consent of
RG. Thus, the Buyer may not claim other remedies for breach of contract for faults and/or deficiencies other than
those specified above. Thus, RG cannot be held liable under any circumstances, irrespective of any negligence, for
operating loss, loss of profit or other indirect loss or consequential damage arising from faults/deficiencies in
the delivered unit. RG’s responsibility does not cover faults or deficiencies caused by material procured by the
Buyer or by structures stipulated or specified by the Buyer.
10.8.
If the Buyer has issued a notification of fault or deficiency, as specified in point 10.2, and it turns out that no
such fault or deficiency exists for which RG can be held liable, RG is entitled to remuneration for the work and
costs incurred on RG that arise from the complaint.
11. Product liability
11.1.
RG cannot be held liable for personal injury or property damage caused by the delivered unit, unless it can be
documented that the damage/injury is due to intent or gross negligence exercised by RG.
11.2.
RG is under no circumstances liable for costs for re-installation or re-mounting, financial loss including operating
loss, time lost, loss of profit or similar indirect loss.
11.3.
Notwithstanding the information cited above in points 11.1 and 11.2, deliveries of the purchased unit which RG has
acquired and/or purchased from an external supplier will be covered by the external suppliers’ limitations of
liability and complaint rules concerning product liability to the extent that this is not in contravention of the
mandatory provisions of Denmark’s product liability act. Information about the detailed contents of an external
supplier’s limitations of liability, etc., in relation to product liability are available upon request from RG.
Thus, to the extent this is compatible with mandatory legislation, RG is not responsible for any product liability
arising from such deliveries, but is solely responsible for forwarding the customer’s claims to RG’s external
supplier.
11.4.
The Buyer is under an obligation to notify RG in writing without undue delay in the event that the Buyer becomes
knowledgeable that the purchased unit has been damaged or that there is a risk of such damage occurring.
11.5.
If a third party files a claim against one party to the purchase agreement, the party concerned is under an
obligation to notify the other party without undue delay.
11.6.
If any third-party product liability is imposed on RG, the Buyer is obliged to indemnify RG to the same extent to
which RG’s product liability is limited pursuant to this point 11.
11.7.
The Buyer undertakes to allow legal proceedings to be brought or issued with third party notice against the Buyer in
the same legal venue that is processing any product liability case against RG.
12. Disclaimer
12.1.
Circumstances resulting in non-compliance and which are beyond the control of RG, hereby defined as any and all
circumstances whose occurrence or existence cannot be characterised as being caused by error or negligence on the
part of RG result in exemption from liability for RG if the circumstance prevents the performance of the agreement
or makes the performance unreasonably burdensome. Examples include, without limitation: fire, strike, walkout,
blockade, lock-out, pandemics, epidemics, local disease outbreaks, cyber/hacker attacks, delayed or incomplete
deliveries from external suppliers or a substantial price/cost increase of these deliveries measured in Danish
kroner (DKK), obstructed input or incomplete/deficient delivery of raw materials and ancillary materials or
deliveries on the whole of satisfactory quality, natural conditions, lack of means of transport, transportation
accidents, mechanical breakdown, war, currency restrictions, import/export bans, interruption of operation or
stoppage in general, and which are deemed to delay or prevent the manufacture or delivery of the purchased unit or
which make the performance unreasonably burdensome for RG.
12.2.
Circumstances cited in point 12.1 do not give rise to liability if the influence of said circumstances on the
fulfilment of the agreement could not have been foreseen at the contracting of the agreement.
12.3.
If a delivery which conforms to contract or is punctual is prevented by one or more of the disclaimers cited in
point 12.1, the obligation to deliver is suspended in the period of time in which the obstruction exists, so that a
subsequent delayed delivered is deemed punctual. Thus, the Buyer is not entitled to rescind the purchase during the
period of time in which a circumstance exempting RG from liability as mentioned exists.
12.4.
In the event that RG will invoke exemption from liability, RG is under an obligation to immediately notify the Buyer
of this, specifying the cause and the time during which the obstacle is expected to last. RG must endeavour at the
same time to overcome the obstacle as quickly as possible and subsequently fulfil its contractual obligations as
soon as possible.
12.5.
The consequences of these Terms and Conditions of Sale and Delivery notwithstanding, both RG and the Buyer may
rescind the agreement by informing the other party of this in writing, if the fulfilment of the purchase agreement
is prevented for more than six (6) months by a circumstance cited in point 12.1. In such instances, both RG and the
Buyer may not invoke any remedies for breach of contract vis-à-vis the other party.
13. Applicable law and venue
13.1.
All disputes arising from this purchase agreement shall be settled pursuant to current Danish law.
13.2.
The Court of Randers is agreed as the venue for all disputes arising from the agreement and everything relating to
this and which cannot be amicably settled between the parties. Any and all legal matters that may arise from the
agreement shall be assessed pursuant to Danish law.
14. Packaging in accordance with Danish Producer Responsibility Legislation
14.1.
RG takes its environmental responsibility seriously. RG complies with the EU Directive on Packaging and Packaging
Waste, which establishes requirements regarding the reduction, reuse, and recycling of packaging materials. RG
reports to and is registered with the Danish Producer Responsibility Register (Dansk Producentansvar – DPA) in
accordance with the applicable legislation.
Reusable Packaging under the Producer Responsibility Legislation – In accordance with Danish Producer Responsibility
legislation, RG expressly notifies that wooden packaging, including pallets, supplied by RG, is considered reusable
packaging pursuant to the applicable rules and regulations on producer responsibility.
“Reusable packaging” shall mean packaging that has been designed, manufactured, and placed on the market with the
purpose of undergoing multiple trips or cycles by being refilled or reused for the same intended purpose.
Consequently, such wooden packaging shall not be subject to the waste fees or obligations applicable to single-use
packaging but shall instead be covered by specific requirements for take-back and reporting of reusable
packaging.
Recipients of wooden packaging, including EUR pallets, supplied by RG are hereby informed that end-of-life pallets
may be returned by prior agreement in accordance with the company’s take-back scheme.
14.2.
Take-back Scheme for End-of-Life EUR Pallets
EUR pallets (EUR/EPAL standard) as reusable packaging. End-of-life EUR pallets may, by prior agreement, be returned
under RG’ take-back scheme.
Return shall only take place following written or verbal agreement with RG and must be carried out at the location
and time designated by RG. RG reserves the right to reject pallets that are not deemed end-of-life or that do not
comply with the requirements for safe and environmentally sound handling.
All transport and delivery costs related to the return of end-of-life EUR pallets shall be borne by the returning
party.
Pallets returned under the take-back scheme shall be disposed of or recycled in accordance with applicable
environmental legislation and RG’ internal waste management procedures.
15. Other
15.1.
In the event that one or more provisions of these Terms and Conditions of Sale and Delivery are subsequently
declared invalid, this shall not affect the validity of the agreement and the other provisions, which shall remain
in force and any invalid provisions shall be interpreted as implied in the purpose of the agreement and the invalid
provision.
15.2.
In the event of disputes or misunderstandings arising from the interpretation of the translation of these Terms and
Conditions of Sale and Delivery, the Danish language version shall prevail.