GENERAL CONDITIONS OF SALE AND DELIVERY

Updated at 18.11.2022

 

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.

6. 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.

6.6 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.

6.7 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.

6.8 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:

9.1.1 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. In no circumstances shall EURO

POULTRY be liable for any indirect loss such as, but not limited to,

operating loss, loss of profit, consequential damage, or indirect damage

or loss incurred by the Buyer or third party, including costs in

connection with official processing or sanctions.

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.

11.3 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