1. Scope of Applicability
1.1 These General Terms and Conditions of Sale apply to all sales of goods by Seafood Line A/S notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the client. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.
2. Offers, Purchase Orders and Order Confirmations
2.1 All offers made by Seafood Line A/S are open for acceptance within ten calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by the client shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.
3. Prices and Terms of Payment
3.1 The prices for goods shall be those set forth in the order confirmation. All prices are exclusive of 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.
3.2 All new clients are to pre-pay the first three orders. For the following orders, unless expressly stated otherwise in our order confirmation, payment for goods shall be made within 21 calendar days given the client being insured by Atradius. If none insurance is granted the terms shall remain pre-payment.
3.3 The client must submit financial information from time to time as may be reasonably requested by Seafood Line A/S for the establishment or continuation of payment terms. Seafood Line A/S may at any time change agreed payment terms without notice.
3.4 If the client fails to pay any invoice within seven calendar days of the due date of payment, Seafood Line A/S will report the violation to Atradius and transfer the payment collection process thereto.
All deliveries of any purchase orders or any remaining balance thereof will be seized until payment is made.
3.5 Title to goods delivered shall remain vested in Seafood Line A/S and shall not pass to the client until the goods have been paid for in full. If the client fails to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. The client must insure all goods delivered to their full replacement value until title to the goods has passed to the client.
4. Terms of Delivery and Late Delivery
4.1 Unless expressly stated otherwise in the order confirmation, all deliveries of goods shall be EXW Padborg in accordance with Incoterms 2000. The risk of loss of or damage to goods shall pass to the client in accordance with the agreed delivery term.
4.2 The delivery dates of goods shall be those set forth in the order confirmation. If Seafood Line A/S fails to deliver goods within seven calendar days of the agreed delivery date, the client may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to Seafood Line A/S within seven calendar days of the expiration of the grace period. Further, the client may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be the clients exclusive remedies for late delivery.
4.3 Seafood Line A/S reserves the right to make delivery in instalments.
5. Acceptance of goods
5.1 The client must inspect the goods delivered upon receipt. The client is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by Seafood Line A/S within five calendar days after delivery of the goods.
6.1 Seafood Line A/S warrants that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all respects to the applicable manufacturer’s specifications for such product. The warranty does not cover damage resulting from negligent handling, lack of reasonable storage and care, accident or abuse by anyone other than Seafood Line A/S.
6.2 With respect to goods which do not conform to the warranty Seafood Line A/S is limited to (i) replacement of the goods; (ii) refund of the purchase.
In both cases provided, that the goods must be returned to Seafood Line A/S, within fourteen calendar days after the discovery of the lack of conformity.
6.3 Seafood Line A/S grants no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes Seafood Line A/S’ sole obligation in respect of any lack of conformity of goods delivered hereunder.
7. Limitation of Liability
7.1 Neither Seafood Line A/S nor the client will be entitled to, and shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, procurement costs, injury to reputation or loss of customers. The clients recovery from Seafood Line A/S for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8. Force Majeure
8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.