General terms of delivery NL92

​Delivery is made in accordance with the Nordic “General Delivery Terms NL92” unless otherwise agreed in writing.

General terms of delivery NL92

for deliveries of machinery and other mechanical, electronic and electronic equipment between Denmark, Finland, Norway and Sweden and within these countries. Published 1992 by the Confederation of Danish Industry, Denmark, Metallieollisuuden Keskusliitto – Metallindustriens Centralförbund ry, Finland, the National Association of Technology Companies, Norway, and the Swedish Engineering Industries, Sweden

Application

​1. The following general terms and conditions of delivery apply if the parties have agreed to them in writing or otherwise. If the terms and conditions of delivery apply to a delivery, any deviations must be made by written agreement between the parties.

Product information

​2. Information in product information and price lists is only binding to the extent that the agreement expressly refers to it.

Drawings and other technical documents

​3. All drawings and other technical documents relating to the material or its manufacture, which are handed over from one party to the other before or after the conclusion of the agreement, belong to the party which has handed them over. Received drawings, other technical documents or technical information may not be used for anything other than the purpose for which they were handed over without the consent of the other party. Without the consent of the other party, the said material may not be copied, reproduced, handed over to or otherwise brought to the knowledge of third parties.

4. The seller shall, no later than upon delivery, provide the buyer free of charge with one or a larger agreed number of copies of drawings and other technical documents that are sufficiently detailed to enable the buyer to carry out the assembly, commissioning, operation and maintenance (including ongoing repairs) of all parts of the equipment. However, the seller is not obliged to provide drawings and documents that form the basis for the manufacture of the equipment or spare parts.

Delivery sample

​5. If a delivery test has been agreed, the test shall be carried out where the material is manufactured, unless another place has been agreed. If technical requirements for the test are not stated in the agreement, it shall be carried out in accordance with the customs of the industry in question in the country in which the material is manufactured.

6. The seller must give the buyer sufficient notice of a delivery test to enable the buyer to attend. A delivery test may be held even if the buyer is not represented, provided that he has been notified. The seller must keep a record of the delivery test. The test record must be sent to the buyer. The test record must be considered to provide a correct description of the performance of the delivery test and its results, unless the buyer proves otherwise.

7. If the material is found not to be in accordance with the contract during the delivery test, the seller must ensure as soon as possible that the material is brought into conformity with the agreement. At the buyer’s request, a new delivery test must then be carried out. However, if the defect is insignificant, a new delivery test cannot be required.

8. Unless otherwise agreed, the seller shall bear all costs of delivery tests carried out where the material is manufactured. However, the buyer shall bear all costs of its representatives, including travel and subsistence expenses, in connection with such delivery tests.

Delivery

​9. If a delivery clause has been agreed, this shall be interpreted in accordance with the Incoterms applicable at the time of conclusion of the agreement. If no delivery clause has been agreed, delivery shall be deemed to have taken place “Ex Works”.

Delivery time. Delay
​10. If, instead of a specific delivery time, the parties have specified a period within which delivery must take place, this period is deemed to run from the conclusion of the agreement.

11. If the seller finds that he cannot deliver on time or that delay on his part is likely, he shall, without undue delay, give the buyer written notice thereof, stating the reason for the delay and, if possible, the time when delivery is expected to take place. If the seller fails to give the above notice, he shall, notwithstanding the provisions of clauses 13 and 14, compensate the buyer for any additional costs incurred by the buyer as a result of the failure to give notice.

12. If delay in delivery is due to any circumstance which constitutes a ground for exemption from liability under clause 37 or is due to the act or omission of the buyer, the delivery time shall be extended to the extent deemed reasonable in the circumstances. The delivery time shall be extended even if the cause of the delay occurs after the expiry of the originally agreed delivery time.

13. If the seller does not deliver the equipment on time, the buyer is entitled to a contractual penalty from the day on which delivery should have taken place. The contractual penalty amounts to 0.5% for each full week the delay lasts, calculated on the part of the agreed purchase price that covers the part of the equipment that cannot be put into use as intended due to the delay.

The contractual penalty may not exceed 7.5% of this calculation basis. The contractual penalty is due for payment upon written demand from the buyer, however, at the earliest when the material is delivered in full or, if applicable, at the time when the buyer terminates the agreement in accordance with clause 14.

The buyer forfeits his right to contractual liquidated damages if he has not made a written claim to this effect within 6 months after delivery should have taken place.

14. If the buyer is entitled to maximum contractual liquidated damages in accordance with clause 13 and the equipment is still not delivered, the buyer may, by written notice to the seller, demand delivery and set a final, reasonable deadline, which cannot be shorter than 1 week.

If the seller also fails to deliver within the stipulated period – and this is not due to circumstances for which the buyer is responsible – the buyer may, by written notice to the seller, terminate the agreement in respect of that part of the equipment which cannot be put into use as envisaged. If the buyer so terminates the agreement, he is also entitled to compensation for the loss he has suffered as a result of the seller’s delay, if the loss exceeds the maximum contractual penalty he could have claimed in accordance with point

13. This compensation cannot exceed 7.5% of the part of the agreed purchase price that covers the part of the equipment for which the agreement is terminated.

The buyer also has the right, by written notice to the seller, to cancel the agreement if it is clear that a delay will occur which, according to the rules in clause 13, would entitle the buyer to maximum contractual liquidated damages.

In the event of such termination, the buyer is entitled to both maximum contractual liquidated damages and compensation in accordance with the third paragraph of this clause.

Except for liquidated damages under clause 13 and termination with limited compensation under clause 14, any claim by the buyer on account of the seller’s delay is excluded. This limitation of the seller’s liability does not apply if the seller has been guilty of gross negligence.

15. If the buyer finds that he will not be able to receive the material on the agreed day, or if delay on his part is considered likely, he must give the seller written notice thereof without undue delay, stating the reason for the delay and, if possible, the time when receipt is expected to take place. If the buyer fails to receive the material on the agreed day, he is nevertheless obliged to make any payment conditional on delivery as if delivery of the material in question had taken place. The seller must ensure that the material is stored at the buyer’s expense and risk. At the buyer’s request, the seller must insure the material at the buyer’s expense.

16. Unless the buyer’s failure specified in clause 15 is due to any of the circumstances mentioned in clause 37, the seller may in writing request the buyer to receive the material within a reasonable time.

If the buyer fails to do so within such a period – for reasons for which the seller is not responsible – the seller is entitled to cancel the agreement by written notice to the buyer for the part of the material ready for delivery that is not delivered due to the buyer’s failure. The seller is then entitled to compensation for the damage caused to him by the buyer’s default. The compensation may not exceed the part of the purchase price that covers the part of the material that the cancellation covers.

Payment

​17. Unless otherwise agreed, the agreed purchase price is due for payment in one-third at the conclusion of the agreement and in one-third upon the seller’s written notification that the essential part of the equipment is ready for delivery. The balance is due upon delivery of the equipment.

18. If the buyer does not pay on the agreed date, the seller is entitled to interest on late payment from the due date at the rate applicable in accordance with the legislation on interest on late payment in the seller’s country. If the seller’s country is Denmark, however, the interest on late payment shall be the officially determined discount rate plus 9 percentage points.

19. If the buyer has not paid the amount due after 3 months, the seller is entitled to cancel the agreement by written notice to the buyer and, in addition to default interest, to demand compensation from the buyer for the loss he has suffered. The compensation may not exceed the agreed purchase price.

​Retention of title

​20. The equipment remains the property of the seller until payment has been made in full to the extent that such retention of title is valid under applicable law.

Responsibility for defects

​21. The Seller is obliged to remedy all defects resulting from defects in design, material or manufacture by repairing or replacing the equipment in accordance with clauses 22-34 below.

22. The seller’s liability only covers defects that become apparent within one year from the date the material was delivered. If the material is used more intensively than agreed or can be considered as expected at the time of conclusion of the agreement, this period is shortened proportionally.

23. For goods that have been replaced or repaired in accordance with clause 21, the seller assumes the same obligations as for the original equipment for a period of one year. For other parts of the equipment, the period mentioned in clause 22 is only extended by the period during which the equipment could not be used as a result of the defects mentioned in clause 21.

24. The buyer must give written notice of a defect to the seller without undue delay after the defect has become apparent, and in no case later than 2 weeks after the deadline specified in clause 22 has expired, cf. clauses 23 and 34. The notice must contain a description of how the defect manifests itself. If there is reason to believe that the defect may entail a risk of damage, such notice must be given immediately – If the buyer does not notify the seller in writing of a defect within the deadlines specified in this clause, the buyer loses his right to make claims in connection with the defect.

25. After receiving written notice from the buyer in accordance with clause 24, the seller must remedy the defect without undue delay, the seller must bear the costs thereof in accordance with the provisions of clauses 21-33.

The repair will be carried out at the buyer’s premises, unless the seller finds it appropriate that the defective part or possibly the material be returned so that the seller can carry out the repair or replacement at his premises.

If the disassembly and assembly of the part requires special expertise, the seller is obliged to carry out such disassembly and assembly. If such special expertise is not necessary, the seller’s obligation regarding the defective part is fulfilled when he has delivered a properly repaired or replaced part to the buyer.

26. If the buyer has given such notice, as mentioned in point 24, and it turns out that there is no defect for which the seller is responsible, the seller is entitled to compensation for the work and costs incurred by him as a result of the complaint.

27. If any dismantling and assembly involves intervention in anything other than the equipment, the work and costs thereof shall be borne by the buyer.

28. Any shipment in connection with repair or replacement shall be at the seller’s expense and risk.

The buyer must follow the seller’s instructions regarding shipping method.

29. The buyer must bear the additional costs incurred by the seller in remedying defects as a result of the material being located at a location other than the destination specified in the agreement or – if no such destination has been specified – the place of delivery.

30. Defective parts replaced in accordance with clause 21 shall be placed at the disposal of the seller and shall become his property.

31. If the seller fails to perform his obligations under clause 25 within a reasonable time, the buyer may give the seller a final deadline for performance in writing. If the obligations are not performed before the expiry of the specified deadline, the buyer may, at its option:

a) have the necessary repairs carried out and/or have new parts manufactured at the seller’s expense and risk, provided that he does so in a reasonable and reasonable manner, or

b) demand a proportional discount, however, not exceeding 15% of the agreed purchase price. If the defect is significant, the buyer may instead cancel the agreement!) by written notice to the seller.

The buyer also has the right to terminate the agreement if the defect remains significant after taking the measures mentioned under a). The buyer may claim compensation for his loss upon termination, however, not exceeding 15% of the agreed purchase price.

32. The seller’s liability does not include defects caused by materials provided by the buyer or by constructions prescribed or specified by the buyer.

33. The seller’s liability only covers defects that arise under the working conditions stipulated in the agreement and during proper use of the equipment.

The liability does not include defects that are due to causes that arise after the risk has passed to the buyer. The liability does not include, for example, defects that are due to inadequate maintenance, incorrect installation by the buyer, changes made without the seller’s written consent or repairs that the buyer has carried out incorrectly. Finally, the liability does not include normal wear and tear and deterioration.

34. Notwithstanding the provisions of clauses 21-33, the seller’s liability for defects shall not apply to any part of the equipment beyond 2 years from the beginning of the period mentioned in clause 22.

35. The seller has no liability for defects other than as provided in clauses 21-34. This applies to any loss caused by the defect, including operating losses, lost profits and other consequential economic losses. This limitation of the seller’s liability does not apply if he has been guilty of gross negligence.

Liability for property damage caused by the equipment (product liability)

​36. The buyer shall indemnify the seller to the extent that the seller is held liable to a third party for such damage and loss for which the seller is not liable to the buyer under the second and third paragraphs of this clause. The seller is not liable for damage caused by the material:

a) on real estate or movable property that occurs while the equipment is in the buyer’s possession,

b) on products manufactured by the buyer, or on products of which these are included, or for damage to real or personal property caused by these products as a result of the material. In no event shall the seller be liable for operating losses, lost profits or other economic consequential losses.

The above limitations on the seller’s liability shall not apply if he has been guilty of gross negligence. If a third party makes a claim against one of the parties for liability under this clause, that party shall immediately notify the other thereof. The seller and the buyer are mutually obliged to allow themselves to be sued in the court or arbitration tribunal that deals with claims for damages brought against one of them on the basis of damage or loss allegedly caused by the material. However, the relationship between the buyer and the seller shall always be settled by arbitration in accordance with clause 40.

Freedom from liability (force majeure)

​37. The following circumstances shall give rise to exemption from liability if they prevent the performance of the agreement or make the performance unreasonably burdensome: labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or military conscription of a similar scope, requisition, seizure, currency restrictions, riots and disturbances, lack of means of transport, general shortage of goods, restrictions on motive power and deficiencies in or delays in deliveries from subcontractors due to any of the circumstances mentioned in this section.

Circumstances, as mentioned, only result in exemption from liability if their influence on the fulfillment of the agreement could not have been foreseen at the time the agreement was concluded.

38. It is the responsibility of the party wishing to invoke any ground for exemption from liability as mentioned in clause 37 to notify the other party in writing of its occurrence and termination without delay. In the event of force majeure on the part of the buyer, the latter shall cover the costs incurred by the seller in securing and protecting the material.

39. Notwithstanding anything else contained in these general terms and conditions of delivery, either party may terminate the agreement by written notice to the other party if the performance of the agreement is prevented for more than 6 months by an event as mentioned in clause 37.

Disputes. Choice of law

​40. Disputes arising from the agreement and everything related thereto cannot be submitted to the courts, but must be settled by arbitration in accordance with the rules of law on arbitration applicable in the seller’s country.

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41. All legal issues that may arise in connection with the agreement shall be governed by the law of the seller’s country.

​Seval A/S reserves the right to make any inadvertent typing errors in the reproduction of the above legal text.​