SoRoTo A/S
General Terms and Conditions of Sale
(hereinafter referred to as the “General Conditions”)
1 Applicability
The following provisions shall apply as to the applicability of the General Conditions:
1.1 The General Conditions shall apply to all supplies of products and services (hereinafter referred to as the “Products”) by SoRoTo Maskiner ApS (hereinafter referred to as “SOROTO”) to any purchaser of such Products (hereinafter referred to as “Purchaser”), unless otherwise agreed to in writing. SOROTO and Purchaser shall hereinafter in common be referred to as “Party” or “Parties”.
1.2 The General Conditions shall apply together with any sales and/or supply contract between SOROTO and Purchaser (hereinafter referred to as the “Contract”).
1.3 In case of any discrepancy or inconsistency between the Contract and these General Conditions the Contract shall prevail.
2 Terms of Delivery
Any trade terms agreed in the Contract shall be construed in accordance with Incoterms 2017. Unless otherwise agreed in writing all deliveries by SOROTO shall be Ex Works (Incoterms 2017).
3 Time and Place of Delivery – Delay
The following provisions shall apply with respect to time and place of delivery and delays in delivery:
3.1 Delivery shall be considered timely made when effected no later than on the date specified in the Contract. If no time of delivery is agreed upon, delivery will be made on a date deemed reasonable by SOROTO.
3.2 Delivery shall be considered effected when the Products have been placed at Purchaser’s disposition in accordance with the trade term agreed upon in the Contract. If no specific trade term is agreed upon in writing, the trade term Ex Works (Incoterms 2017) thus applying, delivery shall be considered effected when SOROTO has placed the Product at Purchaser’s disposition at SOROTO’s premises and Purchaser has received notice hereof.
3.3 In case SOROTO fails to make timely delivery, c.f. Article 3.1, due to force majeure, c.f. Article 9 to these General Conditions or due to circumstances for which Purchaser can be held liable, the time of delivery may be extended within reasonable limits. However, such extension may not exceed the time limit set forth in Article 9.2 to these General Conditions.
3.4 Where SOROTO fails to make timely delivery, c.f. Article 3.1., for other reasons than those set forth in Article 3.3, Purchaser may request in writing that delivery be effected and stipulate a last reasonable time limit of not less than 8 days.
3.5 Purchaser shall in no event be entitled to recover damages for SOROTO’s non-delivery. This applies irrespective of whether such non-delivery is attributable to SOROTO unless such exclusion is deemed unconscionable.
4 Purchase Price – Terms of Payment
Purchaser shall purchase the Products upon payment of a purchase price as stipulated in this Article 4:
4.1 The purchase price for the Products shall be the price according to the SOROTO Trade Price List applicable at the time of delivery. The SOROTO Trade Price List may be amended or adjusted by SOROTO at any time without giving of prior notice.
4.2 Unless otherwise agreed among the Parties the purchase price under the Contract is due and payable net cash without offset or deduction.
4.3 Payment received after the due date as stipulated in Articles 4.2 and 4.4 and as referenced on each invoice, will be assessed an interest charge at the rate of 2% (two percent) per month plus a charge of 100DKK added to each reminder.
4.4 All prices exclude VAT, freight-, loading- and delivery costs, taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
5 Retention of Title – Risk of Loss
The following provisions shall apply pertaining to SOROTO’s retention of title and the passing of risk of loss:
5.1 The Products shall remain SOROTO’s property until the full purchase price, including transportation costs and other costs held by SOROTO and any amounts to which SOROTO is entitled pursuant to the Parties’ contractual relationship have been settled in full.
5.2 The risk of loss shall pass when the Products are delivered, c.f. Article 3 to these General Conditions.
6 Warranty – Disclaimer of Warranty
SOROTO grants and disclaims warranties pertaining to its performance under the Contract according to the following provisions:
6.1 SOROTO warrants its Products to have no defects in workmanship and materials used under normal service and when used for the purpose and under the conditions for which they are designed for a period of two (2) years from the date of delivery.
6.2 Warranty repairs must be carried out by authorized SOROTO service centers
6.3 Any use of unoriginal spare parts not supplied by SOROTO will void the warranty
6.4 The foregoing warranty is exclusive and is in lieu of all other warranties, whether written or oral. This is except such warranties to be implied from the specifications agreed upon in the contract and warranties required by mandatory applicable laws.
7 Claims in the event of non-conformity
The following rules shall apply pertaining to Purchaser’s right to raise claims in the event of SOROTO’s breach of contract due to non-conformity in the Products:
7.1 In the event of SOROTO’s breach of contract due to non-conformity in the Products, Purchaser shall without undue delay notify SOROTO of the breach in writing. Where Purchaser has reason to believe that the breach may result in damages, such notification shall be given promptly.
7.2 Should Purchaser fail to notify SOROTO in writing of the breach within the time limits mentioned in Article 7.1, Purchaser shall be barred from commencing actions for breach of contract against SOROTO pertaining to the non-conformity.
8 Limitation of Remedies
In the event of non-conformity of the Products, Purchaser’s right to raise claims shall be limited according to the following provisions:
8.1 Purchaser’s claim against SOROTO for any and all losses or damages resulting from non-conformity of the Products shall be limited to the purchase price of the Products.
8.2 Neither SOROTO nor its suppliers, shall be liable for any consequential damages whatsoever. This is including, but not limited to, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss arising out of the use of or inability to use the Product. The foregoing shall apply even if Purchaser has advised SOROTO of the possibility of such damages.
8.3 At SOROTO’s election SOROTO can; (i) refund the purchase price for the Products less a reasonable amount for usage, (ii) repair the Products, or (iii) replace the Products; provided, however, that the Products must be returned to SOROTO, along with acceptable evidence of purchase within fourteen (14) calendar days after Purchaser discovered the lack of conformity.
8.4 On all returned Products there will be a fee of 20% of the invoiced price, unless nothing else has been agreed in writing.
9 Force Majeure
SOROTO’s liability shall be limited in the event of Force Majeure as follows:
9.1 SOROTO shall not be responsible for any breach of its obligations towards Purchaser to the extent that the breach is caused by events beyond SOROTO’s reasonable control and which SOROTO could not have foreseen or avoided, including, but not limited to industrial disputes, fire, war, confiscation, exchange control, restrictions, transport hindrances, power restrictions, embargos on imports or exports and failure in delivery on the part of subcontractors caused by courses or events as mentioned above.
9.2 Irrespective of any other provision of these General Conditions, either Party may terminate the Contract in question by written notification to the other Party should the fulfillment hereof be hindered for more than four (4) months by a cause of Force Majeure as defined in Article 9.1.
10 Governmental Rules and Requirements
SOROTO does not undertake to guarantee that the Products comply with special governmental rules and requirements promulgated within the jurisdiction where Purchaser resides. Thus, Purchaser undertakes to disclose any special governmental rules and/or requirements with respect to the Products that must be complied with. Such governmental rules and/or requirements shall expressly be referred to in the Contract in order to be binding among the Parties.
11 Severability
If any provision of the General Conditions or the Contract is unenforceable or invalid for any reason, the remaining provisions of the General Condition or the Contract shall be unaffected by such holding.
12 Governing Law
These General Conditions shall be construed and governed by Danish law. However, the Danish choice of law rules shall not apply.
13 Binding and Mandatory Arbitration
Provided the Parties are not able to agree upon an amicable settlement within reasonable time and no later than twenty (20) calendar days after initiation of settlement discussions, the dispute, controversy or claim arising out of or relating to these General Conditions (whether contractually or in tort), and including disputes regarding the validity of this section concerning venue, shall be settled by the Danish Arbitration Institute (in Danish “Voldgiftsinstituttet”) according to that institution's procedural rules.
The place of arbitration shall be in Copenhagen. Provided the dispute in question amounts to Euro 100,000.00 or less, the arbitration panel shall consist of one (1) arbitrator. Provided the dispute in question exceeds Euro 100,000.00 the arbitration panel shall consist of three (3) arbitrators.
The result of the arbitration shall be final and binding upon the Parties, and the arbitrator(s) shall in their discretion have the power to award reasonable costs and attorney’s fees to the prevailing Party.
January 2019
