GENERAL CONDITIONS OF SALE AND DELIVERY


Updated at 18.11.2022


1. GENERAL TERMS


1.1 In these general conditions of sale and delivery EURO POULTRY
HOLDING APS shall mean EURO POULTRY HOLDING APS and any
of its subsidiaries or affiliated companies whether situated in Denmark
or any other country in the EU (hereafter referred to as “EURO POULTRY”)


1.2 These general conditions of sale and delivery for EURO POULTRY
shall apply to the sale and delivery of any goods from EURO POULTRY,
unless otherwise explicitly agreed in writing with EURO POULTRY.
1.3 Buyer’s purchasing terms specified in e.g., Buyer’s general purchasing
terms and in Buyer’s purchase order do not apply, unless explicitly and
priorly accepted in writing by EURO POULTRY.


2. CONCLUSION OF AGREEMENT


2.1 All offers are submitted subject to prior sale.


2.2 All offers are binding no more than one week unless otherwise explicitly
agreed in writing with EURO POULTRY.


2.3 A final agreement of sale shall only be deemed valid after EURO
POULTRY has sent a written order confirmation to the Buyer (“Order
Confirmation”).


2.4 If the Buyer is of the opinion that the terms stipulated in EURO POULTRY’s
Order Confirmation differ from the terms agreed upon, the Buyer
shall within two (2) working days give EURO POULTRY written notice
hereof. If the Buyer does not object to the Order Confirmation, the
terms herein shall apply in any aspect of the sale.


3. PRICES


3.1 Quoted and agreed prices are exclusive of taxes (including sales tax,
VAT, other taxes, any imposed special taxes) and duties.


3.2 Unless otherwise agreed, the price set out in the Order Confirmation
includes packaging costs and the costs (if applicable) and expenses
that will be incurred by EURO POULTRY as a result of the applicable
terms of delivery, cf. clause 4.1.


3.3 If transportation costs connected with the delivery on the agreed place
of delivery increase after the date of Order Confirmation, the price
shall automatically be adjusted accordingly.


4. TERMS OF DELIVERY


4.1 All agreed delivery clauses are interpreted according to the latest
version of INCOTERMS published by the International Chamber of
Commerce in Paris, France, at the time of EURO POULTRY’s Order
Confirmation. The delivery clause for any delivery in question will be
as set out in the Order Confirmation.


5. DELIVERY


5.1 The date of delivery set out in the Order Confirmation shall be approximate
and thus not be considered a binding fixed time of delivery on
EURO POULTRY.


5.2 No other remedies shall be available to the Buyer, including claims for
damages of any kind, including trading loss, etc., in consequence of
such delay.


5.3 Delay shall be deemed not material unless a) it is stated explicitly in
the order confirmation, that any delay is deemed material or b) EURO
POULTRY is unable to supply the goods agreed within 14 working
days after the Buyer´s written request to EURO POULTRY. EURO
POULTRY shall be entitled to make part-deliveries, provided that such
part-deliveries are not of major inconvenience to the Buyer. In the
event of material delay according to the above, the Buyer is entitled to
demand re-negotiation of the specific part of the contract concluded or
cancellation hereof respectively. If the contract is cancelled by the
Buyer according to the above guidelines, for reasons other than force
majeure, the Buyer may be entitled to compensation for direct out-ofpocket
costs related to the part of the contract which is delayed. The
compensation does not cover loss of profit, interest, any kind of indirect
loss or consequential damage. If a substantial delay occurs after
EURO POULTRY has commenced delivery by part-deliveries, the Buyer
shall pay for the part-deliveries in accordance with the contract.

 

DEFECTS


6.1 The Buyer is obligated to examine the delivered goods immediately
upon receipt for any defects.


6.2 EURO POULTRY shall only be held liable for original defects and shall
thus not be held liable for any defects caused by the Buyer (e.g., because
the purchased goods are not handled and stored correctly). If the
Buyer submits a claim for defects, the Buyer shall establish that the
purchased goods have been handled and stored correctly.


6.3 The Buyer shall notify EURO POULTRY of any visible defects or shortcomings
immediately upon receipt, as any claims against EURO
POULTRY is otherwise forfeited.


6.4 For any hidden defects (i.e., defects which the Buyer could not and
should not have discovered upon receipt), the Buyer shall submit written
notice to EURO POULTRY immediately after the Buyer has or
should have discovered such hidden defects.


6.5 If the Buyer fails to submit written notification of any alleged defects on
the later of the deadlines set out above the Buyer shall have forfeited
any claims relating to defects. If any defects result from the transportation
of the goods, and EURO POULTRY pursuant to the agreed term of
delivery (cf. clause 4.1) may be held liable for such defect, the Buyer
shall forfeit any claims if written notice of the alleged defect is not received
by EURO POULTRY in such due time which allows EURO
POULTRY in a timely manner to submit written notification to the carrier
within the applicable statutory deadline of complaints under the relevant
transportation regulations.
If EURO POULTRY enters into a discussion of points of fact with the
Buyer regarding an alleged claim which has been put forward too late
or for which EURO POULTRY is not liable (e.g., defects caused by
the transportation), this shall not mean that EURO POULTRY waives
its right to subsequently allege delay in the Buyer’s putting forward
the claim or any implied acknowledgement of any liability.


6.6 If the Buyer establishes that EURO POULTRY can be held liable for
any defects, EURO POULTRY shall in its sole discretion and as its
sole obligation replace the delivery, remedy the defect, or offer the
Buyer a proportional price reduction, whereupon the defect shall be
deemed to be fully remedied.


6.7 No other remedies shall be available to the Buyer, including claims for
damages of any kind, including in relation to trading loss and loss of
profit.


7. TERMS OF PAYMENT AND RETENTION OF TITLE


7.1 Terms of payment shall be as set out in the Order Confirmation.


7.2 If payment is not made on the due date at the latest, EURO POULTRY
may charge interest on the amount outstanding at the time in
question at a rate of 2% per commenced month from the date of invoice.


7.3 The Buyer shall not be entitled to retain any payment or set off any
payment against any alleged outstanding claim on EURO POULTRY
that has not been approved by EURO POULTRY.


7.4 EURO POULTRY remains the owner of all goods supplied to the
Buyer until payment has been received in full from the Buyer. The
goods shall remain the property of EURO POULTRY and the Buyer
shall store them so that they are readily identifiable as EURO POULTRY’s
goods until payment for them and for all other goods agreed to
be sold to the company had been received in full. Where ownership of
any goods remains vested in EURO POULTRY, EURO POULTRY
shall be entitled to repossess any goods supplied at any time. EURO
POULTRY may for the purpose of recovering its goods enter upon any
premises where they are stored or where they are reasonably thought
to be stored and may repossess the same. It is the sole responsibility
of the Buyer to ensure that all goods received from EURO POULTRY
are fully insured against any eventually including, but not limited to,
fire, theft, flooding, etc. until such time ownership said goods has
passed to the Buyer. Should goods become damaged in any way after
they have been received by the Buyer, the Buyer will be liable to pay
to EURO POULTRY the full purchase price of the goods.


8. LIMITATION OF LIABILITY


8.1 In no event shall EURO POULTRY be held liable for any indirect or
consequential losses such as loss of profits, loss of earnings, loss of
goodwill, loss of anticipated savings, etc.


8.2 EURO POULTRY’s liability for any loss or damage shall be
limited to the amount paid by the Buyer for the batch of goods,
on which the claim is based.


9. FORCE MAJEURE


9.1 The following circumstances shall imply exemption from liability on
the part of EURO POULTRY when such circumstances occur after
the agreement is made and obstruct, postpone, or render the fulfilment
of the agreement disproportionally costly:
War, riots, civil disorder, strikes, walk-outs, blockades or lockouts
(whether EURO POULTRY is a party thereto or the cause of such conflicts
or not), in case of fire, natural disasters, epidemics, pandemics,
shortage of means of transport or transport accidents, currency restrictions,
payment restrictions, ban on imports or exports, operational
failure or other shut-down of operations or a similar situation causing a
disability for EURO POULTRY.


9.2 In connection with said circumstances EURO POULTRY shall be
entitled to cancel the order or part of the order, without this being
considered a breach of contract, or to deliver the goods when the obstacle
no longer exists.


10. INTELLECTUAL PROPERTY RIGHTS


10.1 The sale of the goods hereunder does not convey any license whatsoever
to any intellectual property right of EURO POULTRY, including
its trademarks and names.

11. PRODUCT LIABILITY


11.1 EURO POULTRY product liability shall be limited to the widest extent
possible under applicable law.


11.2 The Buyer shall inform EURO POULTRY in writing without any unnecessary
delay, if the Buyer learns of circumstances that may justify
product liability on the part of EURO POULTRY.
The Buyer shall be under an obligation to accept a legal action
brought against him at the same forum, which may be hearing an action
against EURO POULTRY regarding product liability. EURO
POULTRY shall, however, be entitled to decide that the internal relationship
between the Buyer and EURO POULTRY shall be settled in
accordance with clause 12.


12. JURISDICTION AND APPLICABLE LAW


12.1 Any dispute arising out of or relating to the parties’ agreement, including
these general conditions of sale and delivery and questions of
product liability shall be settled in accordance with Danish law. This
provision on applicable law shall, however, not include the international
private law rules of Danish law, including CISG.


12.2 EURO POULTRY’s venue, the City Court of Aalborg, shall be the
agreed venue. EURO POULTRY shall nevertheless always be entitled
in lieu hereof to bring an action against the Buyer at the Buyers' venue.
Furthermore, EURO POULTRY shall be entitled to request that a
dispute be settled by arbitration arranged by Danish Arbitration in accordance
with the rules of arbitration procedure adopted by Danish
Arbitration and in force at the time when such proceedings are commenced.
The arbitration tribunal shall be domiciled in Aalborg and the
proceeding be conducted in English. This clause 12.2 shall not, however,
prevent either party from seeking interlocutory remedies such as
the requesting of an injunction, attachment, etc.


13. SEVERABILITY


13.1 If any provision(s) of these terms is/are finally determined to be invalid
or unenforceable, the balance of these conditions shall remain in effect.
In this case the provision(s) must be replaced by such valid and
enforceable provision(s) as will come as close to the purpose and legal
position of the invalid or unenforceable provision(s) as possible.


14. WAIVER


14.1 Failure by EURO POULTRY to exercise or enforce any rights hereunder
shall not be deemed to be a waiver of any such right nor operate
so as to bar the exercise or enforcement thereof at any time or times
thereafter.