8. Product consistency
8.1 The goods are based on End-of Life natural fibres and therefore the goods will have slight colour changes from batch to batch as well as from board to board. Exposed to bright sunlight the material can experience slightly changes colours. Smaller corrections in fibres might occur due to the history of the fibre. Due to the usages of a high amount of natural fibres the board thickness can vary up to 0,5 mm. Such variations shall not entitle the Buyer to any claim against Seller.
8.2 Seller guarantees that the goods meet the specifications set out in the order confirmation subject, however, to the level of tolerance deemed acceptable by the industry and the variations stated above in clause 8.1. The Seller does not guarantee product suitability for specific purposes unless specifically requested by the Buyer and if this is specifically mentioned in the order confirmation.
9. Adviser responsibility
9.1 Advice and recommendations provided by Seller on the specific suitability of the goods is indicative only. As the Buyer’s application of the products is beyond the control of Seller, Seller is not liable for the Buyer’s actual use of the goods. Seller is not liable for any damage or loss arising out of the Buyer’s incorrect or unusual application of the goods.
10.1 Any reference to Seller and its goods for the Buyer’s own promotional purposes is subject to the written permission of Seller.
10.2 All marketing material remains the property of the Seller and may only be used in association with the Seller’s goods. The Seller reserves the right to demand that all advertisements and other marketing measures which include the Seller's goods, marketing material or intellectual property rights or which in any other way has a relation to the Seller are approved in writing by the Seller prior to execution.
11. Defects and delays
11.1 Corresponding to our quality standards and technical instructions, Seller strives to supply first quality goods on time and to all its Buyers, according to industrial standards.
11.2 Seller’s defect liability shall only cover goods that are:
• Used under normal conditions at the workplace or in private areas, i.e. as a rule for maximum 16 hours a day;
• Used in accordance with its properties, i.e. in accordance with the product data sheet specification;
• Regular and carefully cleaned in accordance with the Really maintenance recommendations; and
• Are further processed according to recommendations.
11.3 It is specifically agreed that the Seller’s liability does not cover:
• Any exposure of the goods to sharp devises
• Any exposure of the goods to acid and other harsh chemicals
• Any damage occurred from mounting the material improperly and unsupported according to standards in the product data sheet
• Any other improper handling of the material/goods
11.4 Seller shall in no event be liable for any indirect damage or loss suffered by the Buyer, including loss of production, profit, loss due to market fluctuations or any other operational loss irrespective of whether Seller may be held responsible for such loss.
11.5 Seller’s defects liability period expires 12 months after the date of delivery.
11.6 Seller is not liable for any defects resulting from transportation, storage, faulty treatment and the general negligence of third parties.
12. Product liability
12.1 Seller is solely liable for damage caused by defective goods in accordance with the provisions of the Danish product liability act and the unwritten rules of product liability.
12.2 Seller is not liable for any damage resulting from the incorrect or unusual use of the goods. Neither shall product liability apply to damage or injury which can be attributed to fault or neglect by the Buyer. Furthermore, Seller is not liable for damage to immovable and movable property except in the case of gross negligence on the part of Seller.
2.3 If liability accrues subject to the above, it does not include operational loss, loss of time, loss of profits or any other indirect loss. Unless otherwise agreed in writing, property damages are limited to DKK 2,500,000 per incident or series of incidents arising from the same delivery.
12.4 If the Buyer is met by any claim from a third party regarding product liability arising from goods delivered by the Seller, the Buyer shall immediately inform the Seller of such claim and shall in writing on a continuous basis during such matter keep the Seller informed. If the Buyer does not keep the Seller properly informed the Buyer forfeits any claim against the Seller regarding such product liability. The Buyer must hold Seller harmless where third-party liability is imposed on Seller beyond the above-mentioned limitation of liability.
12.5 The Seller and the Buyer are under a mutual obligation to appear as defendants before a court of law hearing a claim for damages resulting from damage allegedly caused by the products.
13. Force majeure
13.1 Neither the Buyer nor Seller as supplier has any influence on unforeseen events. None of the parties, therefore, are liable for the non-performance of the agreement due to circumstances which it was impossible to foresee (force majeure). This applies, however, only to the extent and as long as said circumstances prevent either party from meeting its obligations under this agreement. The below-mentioned circumstances are considered a cause of exemption on the part of Seller and the Buyer if they render the performance of the agreement impossible or unnecessarily onerous: Trade disputes and unforeseen events such as fire, war, mobilisation or military call up, application, seizure, amendments to regulations, currency restrictions, revolution or civil unrest, insufficient transportation, general shortage of materials, restrictions on the use of electricity, etc. and the shortage or delay of deliveries from sub-contractors due to any of the above-mentioned circumstances.
14. Governing Law and Venue
14.1 Any dispute in connection with deliveries from Seller must be settled in accordance with Danish law. The Danish international rules on civil law and “United Nations Convention on Contracts of International Sale of Goods” (CISG) do not apply to deliveries from Seller.
14.2 Any dispute arising out of or in connection with these General Terms, including disputes regarding its existence or validity and disputes regarding this arbitration clause and the arbitration procedure, must be decided by arbitration before the Danish Institute of Arbitration. Each party appoints an arbitrator, and the Institute of Arbitration appoints the chairman of the arbitration tribunal. The trial language is Danish or English (Seller to decide). The place of arbitration will be Aarhus, Denmark.
14.3 If a dispute primarily is related to Buyer’s payment (partial or full lack of payment, regardless of reason) Seller may decide to have such disputed decided by the City Court of Aarhus, Denmark.